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Pag 3 of 4 Professional Services Agreement between Paladin Data Systems Corporation and Sunny Isles Beach, City of, FL 1. Services Paladin Data Systems Corporation will provide to Client the Service specified on a standard Paladin Work Order, Paladin Proposal or Client Purchase Order, under the terms of this Agreement. Each Work Order, Proposal or Purchase Order shall specify the Services • and applicable fees, and win be governed by the terms of this Agreement. To the extent that the terms and conditions of any Paladin Work Order, Proposal (or any customer purchase order) entered into between the parties conflict with or are inconsistent with the terms and conditions of the Agreement, the terms and conditions of this Agreement shall control. 1. Fees for Services and Termination Unless otherwise specified in the applicable Work Order, Proposal or Purchase Order, Services shall be provided to Client on a time and material basis (T &M7. Rates must be specified on the attached Rate Structure or on a standard Work Order or Proposal. If a dollar limit is stated in the applicable Work Order, Proposal or Purchase Order, the limit shall be deemed an estimate for Client's f budgeting and Paladins resource scheduling purposes; after the limit is expended, Paladin will continue to provide the Services on a T & M basis if a Work Order Proposal or Purchase Order for continuation of the Services is signed by the parties. Unless otherwise stated in a Work Order or Proposal, any T & M Work Order or Proposal may be terminated by providing to Paladin 14 days written notice of such termination. 3. Incidental Expenses Unless otherwise stated in the Work Order, Client shall reimburse Paladin for reasonable travel, communications, and out-of- pocket expenses incurred in conjunction with the services. 4. Invoicing and Payment Paladin shall invoice Client monthly, unless otherwise expressly specified in a Work Order or Purchase Order. Charges shall be payable within 30 days of invoice date and shall be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of 1.5 % per month. 5. Taxes The charges do not include taxes. If Paladin is required to pay any federal, state, or local taxes based on the Services provided under this Agreement, the taxes shall be billed and paid by Client, this shall not apply to taxes based on Paladin income. 6. Term This agreement shall commence on its Effective Date. Either party may terminate this Agmement at anytime by providing the other party with at least 14 days written notice. Any Work Order outstanding at the time of termination shall continue to be covered by this Agreement as if it had not been terminated. 7. Warranty Paladin warrants that the Services will be performed consistent with generally accepted industry standards. 8. Limitations on Warranty CLIENT MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO PALADIN IN WRITING WITHIN THIRTY (30) DAYS OF COMPLETION OF THE SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET FORTH IN PARAGRAPH 9 OF THIS AGREEMENT. 9. Exclusive Remedy For any breach of the above warranty, Client's exclusive remedy, and Paladins entire liability, shall be the reperformance of the Services. If Paladin is unable to reperform the Services as warranted, Client shall be entitled to recover the fees paid to Paladin for the deficient services. IN NO EVENT SHALL PALADIN BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES. 10. Relationship between the Parties Paladin is an independent contractor, nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each party will maintain appropriate worker's compensation for its employees, as well as employment related taxes. Each party will maintain appropriate workers compensation for its employees as well as general liability insurance. 11. Authority to Enter Into Agreement Each party to this Agreement has the authority to enter into and form this Agreement. The individuals signing the Agreement have the authority to act as agents of their respective organizations. Each party acknowledges that they have read this Agreement and will abide by it. SIB