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FY2015-20 Paradigm Software Inc. for Landfill Software PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road,Suite 200 Cockeysville,MD 21030 (410)329-1300 SYSTEM IMPLEMENTATION AGREEMENT PARADIGM SOFTWARE, L.L.C. ("PARADIGM"), by its acceptance of this agreement (the "Agreement"), agrees to sell, deliver and install, the hardware described on the attached Purchase Price and Payment Schedule (the "Hardware"), in addition, PARADIGM agrees to deliver and install the proprietary software described on the attached Purchase Price and Payment Schedule(the "Software"),and to grant to the customer identified below(the"CUSTOMER")a license to use the Software as set forth below. CUSTOMER agrees to purchase the Hardware, accept the license for the Software, and accept services relative to installation, training, conversions, interfaces and other matters, all in accordance with the schedules and attachments listed below and the TERMS AND CONDITIONS included in this agreement, each of which is incorporated herein. PARADIGM standard support services are governed by the Paradigm Standard Support Services Agreement. THIS AGREEMENT INCLUDING ALL OF ITS TERMS AND CONDITIONS AND ALL OTHER ATTACHMENTS, IS THE ENTIRE AGREEMENT AND CANNOT BE MODIFIED EXCEPT BY WRITING SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. CUSTOMER UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY, AND THE LIMITATIONS OF LIABILITY AND DAMAGES WHICH ARE SET FORTH ON THE FOLLOWING PAGES. BY SIGNING WHERE INDICATED BELOW, CUSTOMER ACCEPTS THESE TERMS AND AFFIRMS IT UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS CONTRACT, READ,UNDERSTOOD AND EXECUTED on the date(s)indicated below: Customer: Accepted by: KODIAK ISLAND BOROUGH,AK: PARADIGM SOFTWARE,L.L.C.: 710 Mill Bay Road 113 Old P nia Road,S ' 0 -' Kodiak,A 99615 Cockey e, D 10' By: � _ By: ackie W. Barlow, C411 tof C`?716V�, �7°'= Vice President (Type or Print Name) C�- Date: if S (Title) Date: Approved as to form: r C� (Type or Print Name) s � T (Title) Date: 2014-10-27 KIAK S1A 2014 17RAFT3.doex Page 1 0t'9 1/9/2015 PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road,Suite 200 Cockeysville,MD 21030 (410)329-1300 SYSTEM IMPLEMENTATION AGREEMENT TERMS AND CONDITIONS 1. CHARGES AND PAYMENT. CUSTOMER agrees to pay the charges specified in the schedules and attachments hereto as and when due. If PARADIGM provides services not expressly agreed to herein or in the schedules or attachments, CUSTOMER will be charged and agrees to pay for them at PARADIGM's then current rate. CUSTOMER agrees to pay a finance charge equal to one and one-half percent(1 1/2%)per month on all amounts not paid within thirty(30)days from the date of invoice. Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and CUSTOMER agrees to pay any such tax PARADIGM may be required to collect or pay (including interest and penalties imposed by any governmental authority) upon the sale or delivery of items purchased or licensed. Exemption from such taxes, if any,shall be the responsibility of CUSTOMER to pursue. 2. CUSTOMER RESPONSIBILITIES. CUSTOMER shall be responsible for timely site preparation including, but not limited to, adequate electrical power for computer operation, high-speed internet connection and installation of all cabling. CUSTOMER shall make available up to five (5) qualified personnel to be trained by PARADIGM in the use, operation, and management of the Hardware and Software,and shall provide and adequately manage the resources necessary to implement and operate the Hardware and Software, including without limitation completion of PARADIGM start-up questionnaires, timely selection among options and parameters, and construction of data dictionaries. CUSTOMER shall comply with laws,use proper audit controls and operating methods,adequately back-up data and programs,and establish and maintain security and accuracy of data. 3. TRAINING. PARADIGM shall provide standard training in the use of the Hardware and Software according to the Purchase Price and Payment Schedule section of this Agreement. Such training will be provided at a mutually agreeable location over a period of approximately four (4) days during installation. All travel, lodging and expenses related to the training shall be the responsibility of the CUSTOMER and shall be invoiced to CUSTOMER in accordance with the above provisions. Travel and per diem costs shall not exceed the published GSA per diem costs for the venue. All travel and lodging expenses shall require CUSTOMER'S prior written authorization. 4. DELIVERY. Subject to the manufacturer's schedule or other agreement of the parties, shipment of Hardware shall be made on or about the date that CUSTOMER completes the above training.The Hardware Schedule shall specify who will install and set up the Hardware. PARADIGM will install the Software on the Hardware prior to delivering it. The terms and conditions of sale and the warranties, if any, applicable to the Hardware or any other products not manufactured by PARADIGM (including software) are as provided by the applicable manufacturers, as set forth on the Manufacturer Supplement attached hereto. Good and merchantable title and risk of loss in and to the Hardware shall pass to CUSTOMER upon delivery of each respective Hardware item to CUSTOMER..as appropriate. CUSTOMER shall pay or reimburse PARADIGM for all costs of Hardware, shipping, rigging, transportation and insurance which shall be invoiced to CUSTOMER in accordance with the above provisions. 5. SECURITY. PARADIGM reserves a security for the amount of all outstanding payments due to PARADIGM hereunder, in each item of Hardware, and shall have all of the rights of a secured creditor under the Uniform Commercial Code with respect thereto. Such a security interest shall be retained and may be enforced by Software disablement until CUSTOMER's payment obligations for all Hardware and Software are fully discharged. CUSTOMER hereby appoints PARADIGM as its attorney-in-fact for the purpose of executing and filing financing statements to perfect its security interest, and PARADIGM shall, at the request of CUSTOMER, execute a termination statement evidencing the discharge of such obligations in the event a financing statement is.filed 6. CONFIDENTIALITY. PARADIGM shall not disclose any confidential information concerning CUSTOMER or its affairs, unless required by law. CUSTOMER shall not disclose any of the terms of this Agreement to any person unless required by law. If required to disclose any such information, PARADIGM or CUSTOMER, as appropriate, shall give the other advance notice as soon as reasonably possible. 2014-10-27 KIRK SIA 2014 DRAFT3.dncx Page 2 of 9 1/9/2015 7. ASSIGNMENT, This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. CUSTOMER may not assign,sell or otherwise transfer this Agreement nor any of the rights hereunder without the prior, express written consent of PARADIGM. PARADIGM may not assign its duties and rights without CUSTOMER'S express,written prior consent,which shall not be unreasonably withheld. 8. GRANT OF LICENSE. Subject to the terms and conditions set forth in this Agreement, and effective upon acceptance of this Agreement, PARADIGM hereby grants to CUSTOMER, and CUSTOMER hereby accepts, a nonexclusive, nontransferable license to use, as herein provided, a single, executable copy an object code version of the Software; a single printed copy of PARADIGM's current, standard user manuals and training materials; and a reproducible electronic version of the user manuals and training material("Documentation"). PARADIGM reserves all rights, privileges and interests not expressly granted to CUSTOMER,who shall acquire no right,title, interest or privilege with respect to the Software or the Documentation by implication. 9. TERM AND RENEWAL. The term of the license herein granted is ten (10) years commencing with the date of acceptance of this Agreement by PARADIGM,unless terminated earlier as provided herein. If CUSTOMER is not in default under this Agreement or any other agreement with PARADIGM and is currently covered under a valid Paradigm Standard Support Services Agreement, the term of this license shall be automatically renewed upon the same terms and conditions,for one (1) additional ten (10)year term, unless CUSTOMER gives written notice of election not to renew the license at least ninety(90)days prior to the expiration of the initial term. if customer purchases a"Version Upgrade"at any time during the initial term of license,then the term shall automatically extend for one(1)additional ten(10)year term commencing with the completion date of the upgrade,provided that the Version Upgrade was purchased for an amount equal to at least 50%of the initial purchase price(excluding installation charges)plus all installation charges, including but not Iimited to airfare,meals, expense, and per diem of PARADIGM's then current rate per day per person (increased annually by C.P.I.), The cost of services may be adjusted each year in the manner described herein,in accordance with changes in the Consumer Price Index, published by the U.S. Department of Labor, Bureau of Labor Statistics [All Urban Consumers(CPI-U), U.S. City Average, All items, 1982-84=1001(the"CPI"). 10. SCOPE. A single, executable copy of the object code version of the Software may be used by CUSTOMER for testing purposes and for processing of data,but such data shall be strictly limited to data of CUSTOMER created or used in the connection with CUSTOMER. Neither the Software nor the Documentation may be used in any manner directly or indirectly related to or in connection with the operation or management of any other business including without limitation any timeshare,facilities management,data processing service or billing service. CUSTOMER shall not modify or sublicense the Software. CUSTOMER may modify the Documentation to match business practices.The Software may not be used with more than the number of terminals agreed to in this Agreement.PARADIGM shall provide CUSTOMER with a single,back- up copy of the Software which CUSTOMER shall keep in a secure location reasonably approved by PARADIGM in advance. CUSTOMER shall place on all copies of the Software any notice, including, copyright notice, requested by PARADIGM. IL TITLE AND OWNERSHIP. PARADIGM is and shall be the exclusive owner or sublicensor,as appropriate, of the Software, the Documentation and all associated materials provided to CUSTOMER, all modifications, additions,derivatives and enhancements thereof, all copies thereof, and all rights, therein. All additions, modifications, derivatives and enhancements to the Software shall be considered a part of the Software, and all additions, modifications, derivatives and enhancements to the Documentation shall be considered a part of the Documentation. Physical copies of Software and Documentation are provided by PARADIGM on loan during the term of the license granted pursuant to this Agreement. CUSTOMER shall keep the Software, the Documentation, and all copies thereof free and clear of all claims, liens and encumbrances,and any act of CUSTOMER purporting to create such a claim,lien or encumbrance shall be void and shall be a breach of this Agreement. CUSTOMER hereby assigns to PARADIGM all of its right, title and interest in and to any changes, additions, derivatives and enhancements made to the Software, the Documentation or other materials provided by PARADIGM, and shall execute all documents and instruments reasonably requested by PARADIGM to effectuate such assignment. CUSTOMER agrees that the Software, Documentation and related materials, techniques and procedures furnished by PARADIGM to CUSTOMER hereunder embody exceptionally valuable trade secrets, and they are, and shall remain,the sole property of PARADIGM or its supplier(s),as appropriate. CUSTOMER shall not create or attempt to create, by decompilation, disassembly, reverse engineering or otherwise, the source programs for the Software, from the object programs or other information made available by PARADIGM. Unless PARADIGM agrees otherwise, CUSTOMER.shall not disclose, divulge or communicate to any person (including contractors and consultants), except to CUSTOM.ER's employees (but then only to the extent necessary for operation of the Software) the Software or Documentation. The data generated by CUSTOMER'S use of the software belongs to the CUSTOMER. All plans, specifications, and other items 2014-10-27 K1AK StA 2014 DRAFT3.docx Page 3 of 9 119/2015 generated throughout the performance of PARADIGM'S work under the contract should be considered CUSTOMER'S work product and property. 12. PROPRIETARY RIGHTS. Any programs, works, manuals, changes, additions, alterations, amendments or enhancements in the form of new or partial programs,Software,Source Code or Documentation("IP")as may be provided by PARADIGM under this Agreement, and all copies thereof, shall be and remain the sole and exclusive property of PARADIGM and shall be available for use by CUSTOMER under and subject to the license granted in the System Implementation Agreement,the terms and conditions of which are incorporated herein. As between the parties,PARADIGM retains all right,title and interest in and to the IP,including,but not limited to,copyrights,trademarks,service marks,patents and other proprietary rights,and no such rights are conveyed to CUSTOMER by virtue of this Agreement. 13. INDEMNITY. PARADIGM will, at its sole cost, defend against any claim that the Software infringes on a U.S. copyright, a U.S. patent issued as of the effective date of this Agreement, or a trade secret, provided that(i) CUSTOMER immediately notifies PARADIGM in writing of such claim or action; and (ii) PARADIGM will have sole control of the defense and settlement of such claim or action. In defending against such claim or action,PARADIGM may(i)consent,(ii) settle;(iii)procure for CUSTOMER the right to continue using the Software;or(iv)modify or replace the Software so that it no longer infringes as long as the modification or replacement does not materially change the operational characteristics of the Software and the same functions and performance provided by the Software remain following such modification or replacement. If PARADIGM concludes, in its sole judgment, that none of the foregoing options is reasonable, then (i) PARADIGM will refund or credit to CUSTOMER the license fee paid by CUSTOMER under this Agreement,; (ii) CUSTOMER will return the original and all whole or partial copies of the Software to PARADIGM; and (iii) the license granted hereunder will terminate. PARADIGM has no liability with respect to infringement arising out of the modifications of the Software or use of the Software in combination with other software or equipment not specified in the documentation accompanying the software or on a schedule hereto. This paragraph states the entire obligation of PARADIGM regarding infringement of intellectual property rights, and will survive the termination of this Agreement, CUSTOMER shall indemnify, defend, and hold harmless PARADIGM from and against any and all claims, suits or causes brought by persons not a party hereto arising out of or in any way connected with the use of or inability to use the Hardware or the Software. As of the date hereof,PARADIGM represents and warrants that there are no legal or other proceedings pending or outstanding, or to the best knowledge of PARADIGM,threatened against or involving PARADIGM or the Software. 14. LIMITATION OF LIABILITY. NEITHER PARADIGM NOR THE CUSTOMER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER ARISING UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY,CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PARADIGM'S MONETARY LIABILITY FOR ANY CAUSE UNDER OR RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CUSTOMER FOR SOFTWARE LICENSE FEES PURSUANT TO THIS AGREEMENT, LESS A PRO RATA ABATEMENT OF SUCH FEES FOR EACH FULL OR PARTIAL MONTH OF THE FIRST SIXTY(60) or alterations to Software reasonably necessary to remedy or avoid any programming error present at the time of Software delivery, CUSTOMER shall allow Software access to PARADIGM through dedicated remote communications for this purpose. The foregoing is CUSTOMER's sole and exclusive remedy, and PARADIGM's sole and exclusive obligation, for breach of this limited warranty. This limited warranty is contingent upon CUSTOMER's written notice in compliance with PARADIGM's written reporting procedures, received not later than five (5) days after the end of the one year (I year) warranty period, setting forth with particularity the nature and circumstances of any alleged breach of warranty. PARADIGM makes no warranty as to the Hardware or any products(including software)not manufactured by PARADIGM. CUSTOMER ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING PARAGRAPH. THIS LIMITED WARRANTY AND THE ASSOCIATED LIMITED REMEDY ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. PARADIGM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTEGRATION, MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL CONTENT AND CUSTOMER'S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE. PARADIGM will obtain all applicable warranties for all hardware that CUSTOMER must purchase pursuant to the terms of this Agreement,as well as authorization from the manufacturer to pass through those warranties to CUSTOMER. 16. TERMINATION. The obligations of PARADIGM under this Agreement shall terminate at the option of PARADIGM upon the failure of CUSTOMER to perform or observe any covenant or obligation set forth herein, provided PARADIGM has given CUSTOMER ninety(90)days prior written notice of the failure,and CUSTOMER has failed to cure such failure within such time. Upon termination, CUSTOMER shall cease using the Software and shall return to PARADIGM, or, at PARADIGM's option, destroy, the original and all copies of the Software, the Documentation and any other materials provided by PARADIGM,the obligations of CUSTOMER set forth in the paragraphs entitled "Scope," "Title and Ownership" and "Confidentiality" shall survive termination. PARADIGM's rights of repossession may be enforced by Software disablement. CUSTOMER may cancel the contract for: (1)PARADIGM'S material breach, with 90 days' notice; (2) CUSTOMER'S convenience, without notice; (3) CUSTOMER'S non-appropriation of funds; (4) CUSTOMER'S discovery of PARADIGM'S insolvency;and,(5)CUSTOMER'S discovery of a conflict of interest. 17. MISCELLANEOUS. Complete Understanding. This System Implementation Agreement is the entire agreement and understanding between the parties with respect to the subject matter, and as such this System Implementation Agreement supersedes all prior and contemporaneous agreements, negotiations, representations and proposals, written and oral, relating to the subject matter. CUSTOMER expressly acknowledges,agrees and represents to PARADIGM that there are no understandings or agreements with respect to the subject matter other than as expressly set forth in this System Implementation Agreement. CUSTOMER agrees that no contrary terms and conditions of any subsequent CUSTOMER purchase order, no course of dealing, trade custom or usage of trade,and no warranty made during the course of performance, will apply, unless expressly agreed to by PARADIGM in writing. Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope, and shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S.certified mail,return receipt requested,postage prepaid, addressed to the party for which it is intended at the address set forth in this Agreement or at any other address specified by a party in writing. All legal notices to CUSTOMER shall be sent to its Borough Manager. Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or governmental agency, such provision shall be deemed severed from this System Implementation Agreement and replaced by a valid provision which approximates as closely as possible the intent of the parties. All remaining provisions shall be afforded full force and effect. Effective Date. This Agreement shall become effective and shall be binding as of the date upon which it is signed by both parties. This Agreement shall be deemed to have been formed in the State of Maryland, U.S.A, and shall be governed by, subject to, and interpreted in accordance with, the laws of the State of Alaska. The parties consent to venue in the Third Judicial District in the State of Alaska. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither PARADIGM nor CUSTOMER may employ or solicit to employ persons employed by the other. 2014-10-27 KIRK SIA 2014 DRAFT3.doex Page 5 of 9 1!9/2015 Force Majeure. Except as expressly provided to the contrary in this Agreement, the dates and times by which CUSTOMER or PARADIGM is required to render delivery or performance (but not to make payment) under this Agreement shall be automatically postponed to the extent, and for the period of time, that CUSTOMER or PARADIGM, as the case may be is prevented from meeting such dates and times by reason of causes beyond its reasonable control. Inconsistency. Unless specified to the contrary in any schedule,supplement or other attachment, in the event of any conflict or inconsistency between such items and the provisions of this Agreement,the provisions of this Agreement shall prevail and govern the interpretation thereof. No inference shall be drawn against, and no construction shall be adverse to, the party responsible for drafting or preparing this Agreement or any of its parts,or any addendum hereto,by virtue of such drafting or preparation. Limitations. Any cause or action against PARADIGM arising out of or in connection with this Agreement or any schedule or other agreement executed in connection herewith shall be instituted and served upon PARADIGM not later than thirty-six (36)months following the occurrence of CUSTOMER'S discovery of the condition or first event giving rise thereto. Independent Contractors. Nothing in this Agreement shall make PARADIGM and CUSTOMER partners,joint venturers or otherwise associated in or with the business of the other. Neither party shall be liable for any debts,accounts, obligations or other liabilities of the other or their agents or employees. Neither is authorized to incur debts or obligations on the part of the other except as specifically authorized in writing. Interpretation.In the case that any provision of this Agreement is deemed inconsistent with other provisions,or in the case of any ambiguity,this Agreement shall control the interpretation,followed by any addenda,CUSTOMER'S Request for Proposal,and PARADIGM'S response to CUSTOMER'S Request for Proposal,in that order, 2014-10-27 KIAK 51A 2014 DRAFT3.docx Page&of 9 1!9/2015 PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road,Suite 200 Cockeysville,MD 21030 (410)329-1300 SYSTEM IMPLEMENTATION AGREEMENT PURCHASE PRICE AND PAYMENT SCHEDULE Qtty UM Description Unit Price Extended Price CompuWeigh System Software (Does not include Microsoft SQL Server License or CALs) I LN WeighStation Program license* $4,795.00 $4,795.00 6 EA Concurrent user CompuWeigh"Program license* $500.00 $3,000.00 1 FF Accounts Receivable and Aging Module* $1,500.00 $1,500.00 1 FF Touch Screen Module* $0.00 $0.00 1 LN Signature Capture Module* $1,000.00 $1,000.00 1 LN Driver's License Module* $1,000.00 $1,000.00 I FF Message Queuing Module* $1,500.00 $1,500.00 1 FF WeighPay Module(PCI Compliant&Validated Credit Card $1,500.00 $1,500.00 Processing)Customer will be responsible for setting up an account with an approved middleware. 1 FF Web Reporting Module(Customer will be responsible for $5,000.00 $5,000.00 hosting the website and providing SSL.) I FF Light Module* $800.00 $800.00 1 EA Video Module* $1,500.00 $1,500.00 1 FF GL Export to New World Systems* $600.00 $600.00 1. FF Customization-Ability to store an image of the driver's license with the transaction) $0.00 $0.00 Software Sub Total $22,195.00 Software Discount 20% (54,439.00) Paradigm Software Sub Total 517,756.00 Hardware 1 FF Touch Screen Monitor $778.00 $778.00 1 EA Signature Capture Pad(USB) 1x5 $280.00 $280.00 OCR License Scanner-Includes the ability to store a copy of $1,300.00 $1,300.00 I EA the driver's license image with the transaction. I EA PCI Compliant Magnetic Stripe Card Reader $100.00 $100.00 OPTO-22 Board,Modules& Enclosure(to control traffic $1,500.00 $1,500.00 1 EA lights does not include the light) 2 EA I-port Serial Server(Perle) $385.00 $770.00 1 EA DVR-Hybrid 16 camera rack mount 30 TB storage $12,935.00 $12,935.00 7 EA Fixed Lane Camera-IP-up to 300'distance $1,350.00 $9,450.00 1 EA License Plate Camera-I -up to 300'distance $4,500.00 $4,500.00 2014-10-27 K1AK SIA 2014 DRAFT3.docx Page 7 of 9 [!912015 I EA Thermal Receipt Printer(USB)-with 6'USB cable $425.00 $425.00 1 EA Case of Thermal Receipt Paper(50 rolls) 575.00 $75.00 1 FF Cash Drawer(USB) $295.00 $295.00 1 EA POE Network Switch-to power cameras $800.00 $800.00 2 EA Traffic Light-does not include mounting pole $550.00 $1,100.00 1 EA Traffic Light Selector Switch $250.00 $250.00 Hardware Sub Total $34,558.00 Contingency Funds I FF 10%Contingency Funds-will only be used if approved by the Borough. $6,336.90 $6,336.90 Contingency Funds Sub Total $6,336.90 Shipping/Handling I FF Shipping/Handling(Ground) $650.00 $650.00 Shipping;/Handling Sub Total $650.00 Installation and Training and Travel Expenses 2 DY Remote Installation/Training $800,00 $1,600.00 Installation/Training-camera specialist for 3 days and 7 DY software/hardware specialist for 4 days $800.00 $5,600.00 7 DY On-Site Expenses $200.00 $1,400.00 2 FF Airfare/Airport Expenses $1,500.00 $3,000.00 Installation and Training Sub Total 511,600.00 System Total $70,90090 2014-10-27 KIAK S 1 2014 DRAFT3.doex Page 8 of 9 1/9/2015 PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road,Suite 200 Cockeysville,MD 21030 (410)329-1300 SYSTEM IMPLEMENTATION AGREEMENT TERMS AND CONDITIONS PARADIGM SOFTWARE Percentage Due: Amount Due: 100%-Hardware Due Upon Acceptance Prior to Installation 534,558.00 40%-Software Due Upon Acceptance Prior to Installation S12,002,40 40%-Software Due Upon Installation $12,002.40 20%-Software Due 30 days after Installation $6,001.20 Contingency Funds Due As Authorized $6.336.90 2014-10-27 KIAK SIA 2014 DRAFT3.doex Page 9 of 9 1!9/2015 PARADIGM SOFTWARE, L.L.C, 113 Old Padonia Road,Suite 200 Cockeysville,MD 21030 (410)329-1300 STANDARD SUPPORT SERVICES AGREEMENT PARADIGM SOFTWARE, L.L.C. ("PARADIGM"), by its acceptance of this Standard Support Services Agreement(this"Agreement')agrees to sell and provide,and the undersigned customer("CUSTOMER")agrees to purchase and accept, in accordance with the terms and conditions set forth below, Paradigm Standard Support Services as defined herein for the computer programs licensed to CUSTOMER pursuant to a separate agreement entered into prior to or simultaneously herewith (the "System Implementation Agreement") and identified in Schedule A hereto, all in accordance with the TERMS AND CONDITIONS included in this agreement,each of which is incorporated herein. THIS AGREEMENT, INCLUDING ALL OF ITS TERMS AND CONDITIONS IS THE ENTIRE AGREEMENT AND CANNOT BE MODIFIED EXCEPT BY WRITING SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. CUSTOMER UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY,AND THE LIMITATIONS OF LIABILITY AND DAMAGES WHICH ARE SET FORTH ON THE REVERSE SIDE OF THIS PAGE. BY SIGNING WHERE INDICATED BELOW, CUSTOMER ACCEPTS THESE TERMS AND AFFIRMS IT UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS CONTRACT. READ,UNDERSTOOD AND EXECUTED on the date(s)indicated below. Customer: Accepted by: KODIAK ISLAND BOROUGH,AK: PARADIGM SOF'T'WARE,L.L.C.: 710 Mill Bay Road 3 Old P do is Road,Su" Kodiak,AK 99615 s 1 D 2 030 Bye �� y a ;sk Barlow,11 � `�`; �,� sident (Type or Print Name) f A `� (Title) Date: /_ -" Approved as to farm: P- t By: I� �-L E- (Type or Print Name) t 1 (Title) Date: *Commencing ninety(90)days after installation. 2014-10-27 KIAK SSSA 2014 DRAF'I'3.docx Page 101'5 1(912015 STANDARD SUPPORT SERVICES AGREEMENT TERMS AND CONDITIONS 1. CHARGES AND PAYMENT. Customer shall pay the annual fee for Standard Support Services as is set forth on the Software Support Schedule to this Agreement. The fee is payable annually in advance to be made prior to the first day of renewal term. CUSTOMER will pay a late charge of one and one half percent(I V2%)of the amount not paid within thirty (30)days of the due date or date of invoice,whichever is later. At its sole discretion, PARADIGM may increase its annual charges, not to exceed five percent (5°fa) of the previous year's charges, for maintenance and support annually by giving CUSTOMER notice of any such increase not later than the first day of March,during the term prior to the affected term. CUSTOMER shall pay or reimburse PARADIGM for all out-of-pocket expenses incurred in connection with Standard Support Services, such as media, telephone, delivery and travel costs. However, PARADIGM must obtain the Borough's written permission for any and all expenses that PARADIGM knows or should reasonably know will amount to a cost of $1,000.00 or more. Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and CUSTOMER agrees to pay any such tax PARADIGM may be required to collect or pay (including interest and penalties imposed by any governmental authority)which are imposed upon the sale or delivery of items purchased or licensed or any services rendered hereunder. Exemption from such taxes,if any,shall be the responsibility of CUSTOMER to pursue. 2. CUSTOMER RESPONSIBILITIES. CUSTOMER agrees to test, and if operable, accept and use all updates, amendments and alterations to the Software furnished to CUSTOMER hereunder and to install and maintain for the duration of this Agreement, a high-speed modem or associated dialup telephone line. CUSTOMER shall allow PARADIGM continuous access to the Software via this connection for the purpose of providing Standard Support Services and will pay all telephone line use charges. CUSTOMER will provide PARADIGM with dumps as requested, and with sufficient support and test time on CUSTOMER's computer system to duplicate any conditions or problems identified by CUSTOMER or PARADIGM. 3. COVERAGE. The computer programs and software eligible for Standard Support Services (as defined below)are those programs described on the Software Support Schedule or-attached hereto, as updated with all current amendments, alterations, enhancements, improvements and updates furnished to CUSTOMER under warranty(the "Software"). Standard Support Services shall be rendered only to the currently supported version of Software running with the applicable operating system version supported by PARADIGM. 4. TERM AND RENEWAL. Provided payment has been.made as required hereunder, the term of this Agreement commences on the date specified on the Software Support.Schedule and continues for one(])year. Thereafter,the term will automatically renew for successive one(1)year periods,unless either PARADIGM'or CUSTOMER gives written notice to the other of an intention not to renew at least 60 days prior to the commencement of any renewal term. The cost of services may be adjusted each year in the manner described,herein, in accordance with changes in the Consumer Price Index, published by the U.S. Department of Labor, Bureau of Labor.Statistics [All Urban Consumers(CPI-U), U.S. City Average, All items, 1982-84=100](the"CPI"). 5. STANDARD SUPPORT SERVICES. During the term of this Agreement, PARADIGM will provide to CUSTOMER its Standard Support Services described in this paragraph. Subject to the license granted to CUSTOMER under the System Implementation Agreement, PARADIGM will provide technical services to design,code, check out and deliver amendments or alterations of the Software necessary to correct or solve any programming error attributable to PARADIGM which caused the Software not to perform substantially as described in the current,standard editions of manuals delivered to CUSTOMER by PARADIGM pertaining to the use of the Software(the"Documentation"). Such services will be promptly provided after CUSTOMER has identified and notified PARADIGM of any such error in accordance with PARADIGM's reasonable reporting procedures as in effect from time to time. PARADIGM will also provide reasonable telephone consultation in the use and operation of the Software during the hours of 7:30 a.m. through 4:00 p.m. Alaska Time on weekdays, except PARADIGM holidays. Such consultation will be available only to one contact or alternate, designated by CUSTOMER in advance in writing from time to time. Services provided in response to requests from someone other than this designee will be billed by PARADIGM on a time and materials basis. In addition, if PARADIGM elects to include them under its Standard Support Services program and does not market them separately to Standard Support Services customers generally, PARADIGM will deliver updates of the Software to CUSTOMER from time to time, without any charge other than as specified an the Software Support Schedule. 2014-10-27 KIRK SSSA 2014 DRAFT3.doex Page 2 of 5 1/9/2015 6. OTHER SERVICES. CUSTOMER agrees to pay PARADIGM's charges for services not included in Standard Support Services, computed at PARADIGM's regularly scheduled rates, together with all costs incurred in connection therewith. Investigation and research for CUSTOMER identified conditions determined by PARADIGM not to be attributed to PARADIGM programming errors are billable to CUSTOMER as such other services. Billable research and investigation services may only be performed if previously authorized in writing by CUSTOMER. 7. PROPRIETARY RIGHTS. Any programs, works, manuals, changes, additions, alterations, amendments or enhancements in the form of new or partial programs,Software,Source Code or Documentation("IP")as may be provided by PARADIGM under this Agreement or the System Implementation Agreement,and all copies thereof,shall be and remain the sale and exclusive property of PARADIGM and shall be available for use by CUSTOMER under and subject to the license granted in the System .Implementation Agreement,the terms and conditions of which are incorporated herein. As between the parties, PARADIGM retains all right, title and interest in and to the IP, including, but not limited to, copyrights, trademarks, service marks,patents and other proprietary rights, and no such rights are conveyed to CUSTOMER by virtue of this Agreement. 8. TERMINATION. In the event of a termination of CUSTOMER's license to use the Software due to CUSTOMER's default, this Agreement shall terminate immediately. PARADIGM may terminate this Agreement in the event of default by CUSTOMER, including failure to pay the annual charge for Standard Support Services within ninety (90) days' notice that the same is thirty(30)days or more delinquent. CUSTOMER may terminate its obligations under this agreement at any time, with or without cause,upon providing thirty(30)days'written notice to PARADIGM. 9. NO WARRANTIES. CUSTOMER ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY PARADIGM WITH RESPECT TO STANDARD SUPPORT SERVICES OR SOFTWARE DELIVERED HEREUNDER. PARADIGM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY, IF ANY, AVAILABLE FOR THE SOFTWARE IS AS SET FORTH IN THE SYSTEM IMPLEMENTATION AGREEMENT. 10. LIMITATION OF LIABILITY. NEITHER PARADIGM NOR THE CUSTOMER SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER ARISING UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PARADIGM'S MONETARY LIABILITY FOR ANY CAUSE UNDER OR RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CUSTOMER FOR STANDARD SUPPORT SERVICES DURING THE SIXTY(60) MONTH PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE. Notwithstanding anything to the contrary that may be set forth herein, CUSTOMER shall have the right to cancel this Agreement, cease using the Software, and cease doing business with PARADIGM at any time during the term of this Agreement without any liability or obligation to PARADIGM, except for previously incurred charges and for return of the Software and documentation,should CUSTOMER,in its sole discretion,for any reason believe or suspect that PARADIGM, its products, employees, subcontractors, or agents have, will, or may potentially cause CUSTOMER to incur any consequential, special, incidental, punitive, or indirect damages. Should CUSTOMER actually incur any consequential, special, incidental, punitive, or indirect damages attributable to PARADIGM, its software, products, employees, subcontractors, or agents, CUSTOMER shall be permitted to offset any amount due to PARADIGM at the time of termination by the amount of damages CUSTOMER has incurred. H. MISCELLANEOUS. Complete Understanding, This Standard Support Services Agreement is the entire agreement and understanding between the parties with respect to the subject matter, and as such this Standard Support Services Agreement supersedes all prior and contemporaneous agreements, negotiations, representations and proposals, written and oral, relating to the subject matter. CUSTOMER expressly acknowledges,agrees and represents to PARADIGM that there are no understandings or agreements with respect to the subject matter other than as expressly set forth in this Standard Support Services Agreement. CUSTOMER agrees that no contrary terms and conditions of any subsequent CUSTOMER purchase order, no course of 2019.10.27 KIAK SSSA 2014 Dt2AtT3.doex Nee 3 of 5 1/9/2015 V dealing, trade custom or usage of trade,and no warranty made during the course of performance,will apply,unless expressly agreed to by PARADIGM.in writing. Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope, and shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S.certified mail,return receipt requested,postage prepaid,addressed to the party for which it is intended at the address set forth in this Agreement or at any other address specified by a party in writing. Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or governmental agency, such provision shall be deemed severed from this Standard Support Services Agreement and replaced by a valid provision which approximates as closely as possible the intent of the parties. All remaining provisions shall be afforded full force and effect. Effective Date. This Agreement shall become effective and shall be binding as of the date that it is signed by both parties. This Agreement shall be deemed to have been formed in the State of Maryland, U.S.A. and shall be governed by,subject to, and interpreted in accordance with,the laws of the State of Alaska.The parties consent to venue in the Third Judicial District in the State of Alaska. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither PARADIGM nor CUSTOMER may employ or solicit to employ persons employed by the other. Force Majeure. Except as expressly provided to the contrary in this Agreement,the dates and times by which CUSTOMER or PARADIGM is required to render delivery or performance (but not to make payment) under this Agreement shall be automatically postponed to the extent, and for the period of time, that CUSTOMER or PARADIGM, as the case may be is prevented from meeting such dates and times by reason of causes beyond its reasonable control. Inconsistency. Unless specified to the contrary in any schedule,supplement or other attachment, in the event of any conflict or inconsistency between such items and the provisions of this Agreement,the provisions of this Agreement shall prevail and govern the interpretation thereof. No inference shall be drawn against, and no construction shall be adverse to, the party responsible for drafting or preparing this Agreement or any of its parts,or any addendum hereto,by virtue of such drafting or preparation. Limitations. Any cause or action against PARADIGM arising out of or in connection with this Agreement or any schedule or other agreement executed in connection herewith shall be instituted and served upon PARADIGM not later than thirty-six (36)months following CUSTOMER'S discovery of the condition or first event giving rise thereto. Funding Contingency.CUSTOMER'S continued participation in the agreement each fiscal year is expressly contingent on the Kodiak Island Borough Assembly's appropriation of the funds necessary to carry out CUSTOMER'S obligations under the contract. Independent Contractor.PARADIGM is an independent contractor and may not bind CUSTOMER in any way. Insurance Coverage.All PARADIGM subcontractors,and their employees,must be covered by all insurances required by law.PARADIGM will indemnify and hold harmless CUSTOMER from any claims brought by subcontractors against CUSTOMER,except for claims due to CUSTOMER'S own negligence. Attorney Fees.If a dispute between the parties is litigated,the prevailing party is entitled to reasonable attorney fees. 2014-10-27 KIAK SSSA 2014 DRAFT3.docx Page 4 of 5 1/9/2015 PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road, Suite 200 Cockeysville,MD 21030 STANDARD SUPPORT SERVICES AGREEMENT SCHEDULE"A" Extended Annual Qty UM Description Unit Price Price Service Charize I LN WeighStation Program license* $4,795,00 $4,795.00 $719.25 6 EA Concurrent user CompuWeighl"Program license* $500.00 $3,000.00 5450.00 1 FF Accounts Receivable and Aging Module* $1,500.00 $1,500.00 $225.00 l FF Touch Screen Module* $0.00 $0.00 $0,00 I LN Signature Capture Module* $1,000.00 $1,000.00 $150.00 1 LN Driver's License Module* $1,000.00 51,000.00 $150.00 1 FF Message Queuing Module* $1,500.00 $1,500.00 $225.00 WeighPay Module(PCI Compliant&Validated Credit I FF Card Processing)Customer will be responsible for setting $1,500.00 $1,500.00 $225.00 up an account with an approved middleware. I FF Web Reporting Module(Customer will be responsible for $5,000.00 $5,000.00 $750.00 hosting the website and providing SSL.) 1 FF Light Module* $$00.00 $800.00 $120.00 1 EA Video Module* $1,500.00 $1,500.00 $225.00 1 FF GL Export to New World Systems* $600.00 $600.00 $90.00 1 FF Customization-Ability to store an image of the driver's $0.00 $0.00 $0.00 license with the transaction) Commencing ninety(90)days after installation. Annual Service Charge Year 1: Annual Service Charge Year 2: 513-9,i84 Annual Service Charge Year 3: �3AQ-75 Annual Service Charge Year 4: ,0 Annual Service 5: 2014-10-27 K1AK SSSA 2014 DRAMA= Page 5 of 5 119/2015 PARADIGM SOFTWARE,L.L.C. 113 Old Padonia Road, Suite 200 Cockeysville,MD 21030 (410)329-1300 ESCROW AGREEMENT" THIS ESCROW AGREEMENT (this "Agreement") is made by and among Paradigm Software, L.L.C., a Maryland limited liability company ("PARADIGM"), Shaffer, McLauchlin and Stover, LLC, a Maryland Limited Liability Company (the "ESCROW AGENT") and the undersigned Customer ("CUSTOMER"). This Agreement governs the custody and release of source code to be held by ESCROW AGENT for certain computer software licensed to the CUSTOMER by PARADIGM. The Agreement is effective as of the date of acceptance by PARADIGM at its offices in Cockeysville,Maryland. The Agreement includes and is subject to all of the Terms and Conditions attached hereto,each of which is incorporated herein. READ,UNDERSTOOD AND EXECUTED on the date(s)indicated below. PARADIGM SOFTWARE,L.L.C.: SHAFFER, MCLAUCHLIN AND STOVER, LLC: 113 Old Padonia oad,Suite 836 South Main Street, Suite 102 Cockeysville r 30 Bel Air,MD 21014 By: By: Jac W.Barlow,I1 Eric E,McLauchlin V e President Partner/Member Date: Date: CUSTOMER: KODIAK ISLAND BOROUGH,AK: 710 Mill Bay Road Kodiak,A 99615 By:. (Type or Print Name) �A Al 0 ��} �� r • a r 4w rr (Title) 1 Date: 057 Lk� 'r9--k, K IAK ESCROW 2014.doex Page I of 4 1/9/2015 TERMS AND CONDITIONS I. Deposits ESCROW AGENT has accepted and currently holds on deposit a single copy of the source code for certain computer programs("Source Code")that have been licensed to CUSTOMER pursuant to a written license agreement(the"License Agreement"). PARADIGM shall deposit an updated copy of the Source Code upon each general release of such updates,and each updated copy shall upon deposit be deemed the Source Code under this Agreement. The copy of the Source Code held by ESCROW AGENT shall be and remain the exclusive property of PARADIGM, and ESCROW AGENT will hold the Source Code as specifically provided in this Agreement. ESCROW AGENT will hold the copy of the Source Code in safekeeping at its offices and may deliver a copy of the Source Code to CUSTOMER,but only under the conditions specified below. Upon reasonable request, and at CUSTOMER's cost, CUSTOMER may examine the copy of the Source Code to verify compliance with the terms hereof. Such examination shall be conducted on a computer to be made available by PARADIGM at its premises in Cockeysville,Maryland. 2. Conditions for Release CUSTOMER shall be entitled to receive from ESCROW AGENT and to make limited use as herein provided of a single copy of the Source Code, if(i) PARADIGM releases the Source Code to other licensees as a matter of general policy;(ii)PARADIGM refuses to offer CUSTOMER error correction services or changes required to comply with federal regulations at PARADIGM's standard rates and on its standard terms and conditions; (iii) PARADIGM becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or has voluntarily wound up or liquidated its business (or that segment of its business pertinent to the License Agreement); or (iv) PARADIGM as a debtor-in possession or a trustee-in-bankruptcy in a case under the United States Bankruptcy Code rejects the License Agreement. Any of the foregoing events is referred to below as a "Release Condition." Upon the happening of any Release Condition, CUSTOMER may at its option give ESCROW AGENT written notice(the"Notice")requesting a copy of the Source Code. The Notice shall(i)be labeled"Notice Under Escrow Agreement Dated_ ,"(ii)specify the Release Condition with reference to the applicable section of this Agreement;(iii)identify(by application name, version number and release date, and any other pertinent information)the computer programs for which Source Code is on deposit and which CUSTOMER desires to have released;and(iv)be given within sixty(60)days ofCUSTOMER's knowledge of happening of the applicable Release Condition. Upon receipt of the Notice, ESCROW AGENT shall send a copy to PARADIGM by certified or registered mail, postage prepaid, return receipt requested.. if PARADIGM denies or disputes an alleged Release Condition, PARADIGM shall, within fifteen (15) days after the receipt of the copy of the Notice from ESCROW AGENT,deliver to the ESCROW AGENT a statement(the "Statement")identifying its dispute. ESCROW AGENT shall send a copy of the Statement to CUSTOMER by certified or registered mail,return receipt requested, and ESCROW AGENT shall.continue to hold the Source Code in accordance with this Escrow Agreement. If ESCROW AGENT does not receive the;Statement within the applicable time period, or if ESCROW AGENT is informed in the Statement that PARADIGM's denial of statements in CUSTOMER's Notice does not apply to certain applications or modules, ESCROW AGENT is authorized and directed to deliver a copy of the applicable Source Code to CUSTOMER. Upon delivery to CUSTOMER under any circumstances, the Source Code shall become.a part of the licensed software(as defined in the License Agreement)and shall be subject to all of the license and confidentiality provisions and obligations set forth in the License Agreement. In the event that PARADIGM delivers the Statement to ESCROW AGENT in the manner and within the time period set forth above, ESCROW AGENT shall not release a copy of the Source Code or any part thereof, to CUSTOMER unless (i) required to do so by order of a court of competent jurisdiction, or(ii) ESCROW AGENT has received written instructions with authorized signatures of both PARADIGM and CUSTOMER requesting release to CUSTOMER. The ESCROW AGENT may withhold release of the Source Code to the CUSTOMER if fees or costs owed by the CUSTOMER to the ESCROW AGENT are unpaid. KIAK ESCROW 2014.docx Page 2 of 1/9/2015 3. Payments and Fees CUSTOMER shall pay to PARADIGM$200.00 upon the execution of this Agreement for the establishment of an account plus $100.00 for the initial deposit. Thereafter, CUSTOMER. shall pay to PARADIGM S 100.00 per calendar year for maintenance of the account. CUSTOMER shall pay to PARADIGM and PARADIGM shall pay the ESCROW AGENT$300.00 as an Acceptance Fee for the establishment of the account plus $100.00 for the initial deposit. Thereafter, CUSTOMER shall pay to PARADIGM and PARADIGM shall pay the ESCROW AGENT an annual fee for maintenance of the account according to the ESCROW AGENT's Schedule of Fees in effect from time to time, which amount is currently$100.00 per calendar year. CUSTOMER shall pay the Acceptance Fee at the time the ESCROW AGENT signs the Escrow Agreement. CUSTOMER shall further reimburse ESCROW AGENT for all out of pocket costs in connection with its performance of services hereunder, including without limitation the cost of media, copies, delivery charges, long distance charges, postage, shipping,handling and insurance. 4. Termination It is the responsibility of the CUSTOMER to forward the annual Escrow Fee to the ESCROW AGENT. Failure of CUSTOMER to pay the ESCROW AGENT the applicable fees,within 30 days written notice of payment due,shall result in the termination of the Escrow Agreement and ESCROW AGENT's obligations under the terms thereof,in which case ESCROW AGENT shall return the Source Code to PARADIGM. This Agreement shall terminate upon delivery of a copy of the Source Code to CUSTOMER in accordance with the terms of this Agreement or the termination of the License Agreement,whichever occurs first. The delivery of a copy of the Source Code to CUSTOMER hereunder shall act as a termination of all of PARADIGM's responsibilities, all of PARADIGM's warranties, and all of PARADIGM's software maintenance obligations under the License Agreement and all other agreements. 5. Limitation on ESCROW AGENT's Responsibility and Liabilitv As a fiduciary,conservator,receiver or guardian of the computer disc that it receives, ESCROW AGENT's obligation is solely one of safekeeping. ESCROW AGENT shall not be obligated or required to examine or inspect the Source Code. The ESCROW AGENT cannot and does not warrant the content of the computer disc that it receives from PARADIGM, which purports to contain the Source Code. ESCROW AGENT's obligation for safekeeping shall be limited to providing the same degree of care for the Source Code as it maintains for its valuable documents and those of its CUSTOMERS at the same Iocation. However, ESCROW AGENT shall not be responsible for any loss or damage to the Source Code due to changes in atmospheric conditions (including, but not limited to, failure of the air conditioning system), unless such changes are proximately caused by the gross negligence or malfeasance of ESCROW AGENT. ESCROW AGENT shall be protected in acting upon any written notice,request,waiver,consent,receipt or other paper or document furnished to it, not only in assuming its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained,which it in good faith believes to be genuine and what it purports to be. In no event shall ESCROW AGENT be liable for any act or failure to act under the provisions of this Escrow Agreement except where its acts are the result of its gross negligence or malfeasance. ESCROW AGENT shall not have duties except those which are expressly set forth herein,and it shall not be bound by any notice of a claim,or demand with respect thereto,or any waiver,modification,amendment,termination or rescission of this Escrow Agreement,unless such notice is in writing and actually received,and,if its duties herein are affected,unless it shall have given its prior written consent thereto. PARADIGM and CUSTOMER shall jointly and severally indemnify ESCROW AGENT against any loss, liability,or damage(other than any caused by the gross negligence or malfeasance of ESCROW AGENT), including reasonable costs of litigation and counsel fees,arising from and in connection with the performance of its duties under this Agreement. KL K ESCROW 2014,docx Pape 3 of 4 1l9l2015 PARADIGM and CUSTOMER acknowledge that ESCROW AGENT has previously represented and represents PARADIGM regarding other transactions, but nonetheless enter into this agreement, consent to the representation by ESCROW AGENT of PARADIGM,and waive any conflict created hereby,whether actual or potential,real or perceived. Each party has been advised to seek legal representation prior to executing this agreement. PARADIGM and CUSTOMER acknowledge that neither this Agreement nor their waiver of any potential conflict created hereby will materially limit the ability ofthe ESCROW AGENT to perform hereunder or to represent PARADIGM as to matters unrelated hereto. 6. Bankruptcy PARADIGM acknowledges that this Escrow Agreement is an "agreement supplementary" to the License Agreement as provided in Section 365(n) of Title 11, United States Bankruptcy Code (the "Code"). PARADIGM acknowledges that if a Trustee in a case under the Code rejects the License Agreement or this Escrow Agreement,CUSTOMER may elect to retain its rights under the License Agreement and this Escrow Agreement as provided in Section 365(n)of the Code. After the commencement of a case under the Code by or against PARADIGM, and unless and until the License Agreement is rejected upon written request of CUSTOMER to the Trustee,Trustee(a)shall not interfere with the rights of CUSTOMER as provided in the License Agreement and this Escrow Agreement, including the right to obtain the Source Code from the ESCROW AGENT. If the Trustee rejects the License Agreement or this Escrow Agreement and CUSTOMER elects to retain its rights hereunder and upon written request of CUSTOMER to the Trustee, the Trustee shall provide the Source Code to the CUSTOMER. 7. Resienation The ESCROW AGENT may resign by delivery of a 30 day written notice to both PARADIGM and the CUSTOMER. The ESCROW AGENT will deliver the Source Code upon the joint written direction of PARADIGM and the CUSTOMER received within 30 days of the date on the ESCROW AGENT's notice of resignation. Ifno joint direction is received within the time period outlined,the Source Code will be delivered to Hey] Oats Vogel Insurance Agency, Attention Mr. Roddy Hey], 5420 Klee Mill Road S, Sykesville, MD 21784-9230 to serve as acting trustee,until the parties mutually agree on a successor escrow agent. 8. Miscellaneous Complete Understanding. This Escrow Agreement is the entire agreement and understanding between the parties with respect to the subject matter, and as such this Escrow Agreement supersedes all prior and contemporaneous agreements, negotiations, representations and proposals, written and oral, relating to the subject matter, CUSTOMER expressly acknowledges,agrees and represents to PARADIGM that there are no understandings or agreements with respect to the subject matter other than as expressly set forth in this Escrow Agreement. CUSTOMER agrees that no contrary terms and conditions of any subsequent CUSTOMER purchase order,no course of dealing,trade custom or usage of trade, and no warranty made during the course of performance,will apply,unless expressly agreed to by PARADIGM in writing. Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope,shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S. certified mail,return receipt requested,postage prepaid,addressed to the parry for which it is intended at the address set forth in this Agreement or at any other address specified by a party in writing. Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or governmental agency,such provision shall be deemed severed from this Escrow Agreement and replaced by a valid provision which approximates as closely as possible the intent of the parties. All remaining provisions shall be afforded full force and effect. Effective Date. This Agreement shall become effective and shall be binding only upon acceptance by PARADIGM at its offices in Cockeysville,Maryland,and it shall be governed by,subject to,and interpreted in accordance with,the laws of the State of Maryland. K1AK ESCROW 2014.docx Page 4 of 11912015