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STANDARD SUPPORT SERVICES AGREEMENT PARADIGM SOFTWARE, L.L.C. 1202 York Road Lutherville, MD 21093 (410) 828-9223 STANDARD SUPPORT SERVICES AGREEMENT P ARADIGM SOFTWARE, L.L.c. ("P ARADIGM"), 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 on the Software Support Schedule contained in the box below, all in accordance with the TERMS AND CONDITIONS on the reverse of this agreement, each of which is incorporated herein. Software Support Schedule No. Copies Description Annual Charge Schedule "A" $1.425.00 Unless specified to the contrary, annual payments commence upon completion of the ninety (90) day Warranty Period as provided for in the System Implementation Agreement. If sales tax is not stated, it will be determined and billed at a later time. 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. CWFL SSSA 2004.doc 9/15/2004 Page I of6 ) READ, UNDERSTOOD AND EXECUTED on the date(s) indicated below. Accepted by 'd~ ::a~;;?~, ~ -Ja 'e W. Barlow, II (/Vice President / Date: 9 ~s/o Y I Date: By: Laur Lipowski Assistant City Attorney * Commencing on 12/28/2004 CWFL SSSA 2004.doc 9/1512004 Page 2 of6 SUPPORT SERVICES AGREEMENT TERMS AND CONDITIONS 1. CHARGES AND PAYMENT. Customer shall pay the annual fee for Standard Support Services is as set forth on the Software Support Schedule to this Agreement. The fee is payable annually and to be made on the date of execution and on the anniversary date thereof for each year the Agreement is in effect. CUSTOMER will pay a late charge of one and one half percent (I l/2%) for each month the amount is not paid within thirty (30) days of the due date or date of invoice, whichever is later. Maintenance and support fees reflected herein may be subject to annual adjustment not more than proportionate increases in Consumer Price Index for All Urban Consumers, U.S. Department of Labor, ("CPI"), but in the instance such increase is implemented, will never be less than the fees for the immediately preceding year. At its sole discretion, PARADIGM may increase said annual charges for maintenance and support by giving CUSTOMER written notice of any such increase not later than the fIrst day of March during the term prior to the affected term. CUSTOMER shall payor reimburse PARADIGM for all reasonable and documented out-of-pocket expenses incurred in connection with Standard Support ServIces, such as media, telephone, delivery and travel costs. In the event said out-of-pocket expenses are expected to exceed twenty-five hundred dollars ($2,500), PARADIGM shall provide CUSTOMER with an estimate of expenses and obtain approval prior to incurring expenses. 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 of which CUSTOMER has received written notice and has failed to pay) 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 modem and associated dialup telephone line. CUSTOMER shall allow PARADIGM access to the Software via this connection, at CUSTOMER's discretion with twenty-four (24) hours notice for the purpose of providing Standard Support Services and CUSTOMER agrees to 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 defmed 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 (I) year. Thereafter, the term will automatically renew for successive one (I) 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. 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 CWFL SSSA 2004.doc 9/17/2004 Page 3 of 6 provided after CUSTOMER has identified and notified PARADIGM of any such error. PARADIGM will also provide reasonable telephone consultation in the use and operation of the Software during the hours of 7:30 a.m. through 6:00 p.m. Eastern 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 on the Software Support Schedule. 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. 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 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. 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 thirty (30) 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. I O. LIMITATION OF LIABILITY. PARADIGM SHALL NOT BE LIABLE TO CUSTOMER 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 POSSmILITY 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 ONE (I) YEAR PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE. II. 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 CWFL SSSA 2004.doc 9/15/2004 Page 4 of 6 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 dealing, trade custom or usage of trade, and no warranty made during the course of perfonnance, 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. 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 Lutherville, Maryland, and it shall be governed by, subject to, and interpreted in accordance with, the laws of the State of Maryland BUT WITHOUT APPLICATION OF THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (Md. Code Ann., Comm. Law SS22-lOl et seq.) or "MUCITA". The parties consent to venue in Harford County, Maryland. 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 eighteen (18) months following the occurrence of the first event giving rise thereto. 09:8455 CWFL SSSA 2004.doc 9/15/2004 Page 5 of6 P ARADIGM SOFTWARE, L.L.C. 1202 York Road Lutherville, MD 21093 (410) 828-9223 SCHEDULE "A" STANDARD SUPPORT SERVICES AGREEMENT Description WeighStation License Compu Weigh - Office Set & Reporting (3-user license *) CompuWeigh™ SQL Server Version Quantity Unit Price $5,000.00 $1,500.00 $3,000.00 SoftwarelHardware Total: Annual Service Chan!e: Commencing on 12/28/2004 CWFL SSSA 2004.doc 9/15/2004 Extended Price $5,000.00 $1,500.00 $3,000.00 $9.500.00 Annual Service Char~e (15%) $750.00 $225.00 $450.00 $1,425.00/ Year Page 6 of6