HomeMy WebLinkAboutbocc.con.174.248/30/2021 CDD
Contract Information
Contract Number
Project Name
Contractor
Budget Line Item 41652100.531500
Procurement Method:
Type:
Contract Start Date
Contract End Date
Contract Type
Retainage
If this is a new contractor, please enter the New Vendor information into Munis for workflow approval.
Contact Information:
Department
County Representative Cathy Hall County Representative
Phone (970) 429-2882
Provide a brief description of the Contract or Change Order:
Contract Value Summary:
$ 46,184.93
$ -
$ -
$ 46,184.93
Landfill
Contract to provide Pitkin County Solid Waste Center with a subsciption for scale software system to be
implemented at the Scalehouse.
Original Contract Amount
Previous Change Order/Amendment Amount
This Change order/Amendment amount
Contract Total
No
Scalehouse Software Servcies
Paradigm Sotware, LLC
$ 46,184.93
Additional Budget Line
Item(s)
(Please fully allocate New Contract Total)
$ -
$ -
$ -
$ 46,184.93
Informal
Services/Maintenance
10/1/2024
9/30/2925
New Contract
174.24
Pitkin County
Procurement Cover Sheet
Please complete the Contract Cover Sheet when the contract/task order is complete and fully executed.
Return all Contract Cover Sheets and Contracts/Change Orders/Amendments/Task Orders to Procurement
Contract #: 174.24 Rev. 2022.08.04 CDD
PITKIN COUNTY, COLORADO INFORMAL PROCUREMENT MEMORANDUM
TO: File
FROM: Cathy Hall, Solid Waste Manager RE: Informal Procurement under $50,000 DATE: September 30, 2024
Description of Project: Insert Description of the Project Budgeted Amount: $50,000.00 Project Budget approved by BOCC: Yes
Contractors Contacted: AMCS Group, Inc., Paradigm Software, LLC, and Waste Works Proposals Received: Vendor Name Proposal Amount Timeline Other Information
AMCS Group, Inc. $40,401.00 Existing/Continued The software is not
meeting our current
needs, and there are no plans for improvements to the system.
Paradigm Software, LLC $46,184.93 Immediate following contract signing Initial year includes costs for
implementation;
following years will be less expensive
Waste Works $0.00 N/A Software does not
meet our needs and were unable to quote the capabilities requested.
Firms chosen: Paradigm Software, LLC, Paradigm provided a quote and scope of work that
meets the needs of our operations within budget and displayed the ability to implement the software/train staff within the necessary timelines. Switching our scalehouse software provider to Paradigm will have future cost savings and increase the Solid Waste Center's operational efficiency.
COUNTY REPRESENTATIVE:
________________________________________________
!#DEPARTMENT REPRESENTATIVE#! Date
Oct-03-2024
Cathy Hall
Solid Waste Director
Contract # 174.24 Revision: 2023.12.15 CDD
1
PITKIN COUNTY CONTRACT FOR PROVISION OF SERVICES
THIS CONTRACT, made October 1, 2024 by and between the Board of County Commissioners
of Pitkin County, Colorado, 530 E. Main St., Suite #302, Aspen, CO 81611, (hereinafter called the
“County”) and Paradigm Software, LLC, 113 Old Padonia Road, Suite 200, Cockeysville, MD
21030 (hereinafter called the “Contractor”) to perform the following work: Scalehouse Software
Services (“Project”).
I. Term of Contract: The term of this Contract is from October 1, 2024 to September 30,
2025. At the expiration of the initial term, the contract may be extended for five (5)
additional terms of one (1) year by the express written consent of both parties.
II. Contractor’s Obligations. Contractor shall provide Pitkin County Solid Waste Center’s
Scale house with implementation and subscription of the scale software system. See
Attachment “A” for the detailed scope of work and rates.
III. Compensation and Expenses, Invoicing, Payment and Offset. The County shall
compensate Contractor for its services in accordance with the Project Budget and
Schedule set out in Paragraph II. It is expressly understood and agreed that in no event
will the total compensation and reimbursement to be paid hereunder exceed the sum of
Fourty-Six Thousand One Hundred Eighty-Four dollars and Ninety-Three cents
($46,184.93) for all services rendered. By contract or amendment, the County and
Contractor may reallocate the budget among project tasks if the total budget amount
remains unchanged. Contractor shall invoice for the project monthly based on hours
worked, with payment expected within thirty (30) days of invoice. Any payment by the
County may be offset by any amount the Contractor owes the County for any reason.
Pitkin County will not release any payment to Contractor prior to receipt of a complete
and valid W9. Contractor’s address and the as-filed, legal entity name provided within
this Contract must match the information provided with the submitted W9. Doing
Business As (“DBA”) entity titles, as applicable, must be preceded by Contractors
legally filed business name. Failure to provide a complete and valid W9 may result in
delayed and/or past due payment from the County to Contractor and will in no event
obligate the County to recognize or pay penalties for any past due balances withheld as
a result of such. Contractor may submit completed W9 forms electronically by
Contract # 174.24 Revision: 2023.12.15 CDD
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emailing pdf copies to AP@PitkinCounty.com with the County Project Contact listed
within this Contract in copy.
IV. County’s Exclusive Ownership of Work Product. Drawings, specifications,
guidelines and other documents prepared by Contractor in connection with this
Contract shall be the property of the County. However, Contractor shall have the right
to utilize such documents in the course of its marketing, professional presentations, and
for other business purposes. Contractor assigns to County the copyrights to all work
prepared, developed, or created pursuant to this Contract, including the right to: 1)
reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4)
perform the works publicly; and 5) to display the work publicly. Contractor shall have
right to use materials produced in the course of this Contract for marketing purposes
and professional presentations, articles, speeches and other business purposes.
V. Pitkin County’s Obligations. Pitkin County shall administer this Contract through
a County Representative. Cathy Hall, Solid Waste Center Director will manage the
project as the County’s Representative. In the event that Cathy Hall is not available,
Tyler Carvell, Assistant Solid Waste Director shall assume the County
Representative’s duties. The services provided and products delivered by the
Contractor under this Contract will be subject to review by the County’s
Representatives, or a designee, for compliance with Contractor’s obligations prior to
final payment.
VI. Termination Prior to Expiration of Contract Term. The County has the right to
terminate this Contract, with or without cause, by giving written notice to the
Contractor of such termination and specifying the effective date thereof. Such notice
shall be given at least ten (10) days before the effective date of such termination. In
such event all finished or unfinished documents, data, studies and reports prepared by
the Contractor pursuant to this Contract shall become the County’s property. Contractor
shall be entitled to receive compensation in accordance with the Contract for any
satisfactory work completed pursuant to the terms of this Contract prior to the date of
termination. Notwithstanding the above, Contractor shall not be relieved of liability to
the County for damages sustained by the County by virtue of any breach of the Contract
by the Contractor.
VII. Independent Contractor Status.
A. The parties to this Contract intend that the relationship between them contemplated
by the Contract is that of independent contractor. Contractor, and any agent,
employee, or servant of Contractor shall not be deemed to be an employee, agent,
or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under
this Contract. Contractor may choose to work for other individuals or entities
during the term of this Contract, provided that the basic services and deliverable
Contract # 174.24 Revision: 2023.12.15 CDD
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products required under this Contract are submitted in the manner and on the
schedule defined under this Contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standard of care, skill and diligence in the performance of Contractor’s obligations
under this Contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any
Pitkin County employee, servant or agent in the course of completing work under
this Contract.
E. Contractor is not entitled to any Workers’ Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income
taxes.
VIII. Assignability. This Contract is not assignable by either party. Any use of
subcontractors by the Contractor for performance of this Contract must be accepted in
writing by the County.
IX. Severability. In the event that any provision of this Contract shall be held to be invalid
or unenforceable, the remaining provisions of this Contract shall remain valid and
binding upon the parties hereto.
X. Integration and Modification.
A. This Contract represents the entire and integrated Contract between the County and
the Contractor and supersedes all prior negotiations, representations, or contract,
either written or oral. This Contract may be amended only by written contract
signed by both the County and the Contractor.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or
decrease in the amount of the Contractor’s compensation, which are mutually
agreed upon between the County and the Contractor, shall be in writing and upon
execution shall become part of this Contract.
XI. Indemnity.
A. The Contractor agrees to indemnify, hold harmless and, not excluding the County's
right to participate, defend the County, its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, volunteers, and any jurisdiction or agency issuing permits for any work
included in the project, hereinafter referred to as indemnitee, from all suits and
claims, including attorney's fees and cost of litigation, actions, loss, damage,
expense, cost or claims of any character or any nature arising out of the work done
in fulfillment of the terms of this Contract or on account of any act, claim or amount
arising or recovered under workers' compensation law or arising out of the failure
of the Contractor to conform to any statutes, ordinances, regulation, law or court
decree. It is agreed that the Contractor will be responsible for primary loss
Contract # 174.24 Revision: 2023.12.15 CDD
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investigation, defense and judgment costs where this Contract of indemnity applies.
In consideration of the award of this Contract, the Contractor agrees to waive all
rights of subrogation against the County its subsidiary, parent, associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees,
agents, and volunteers for losses arising from the work performed by the Contractor
for the County.
B. The Contractor further shall investigate, process, respond to, adjust, provide
defense for and defend, pay or settle all claims, demands, or lawsuits related hereto
at its sole expense and shall bear all other costs and expenses related thereto, even
if the claim, demand or lawsuit is groundless, false or fraudulent.
XII. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract
are satisfied, insurance against claims for injury to persons or damage to property which
may arise from or in connection with the performance of the work hereunder by the
Contractor, its agents, representatives, employees or subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The policies shall
include, or be endorsed to include, the following provision: On insurance policies
where the County is named as an additional insured, the County shall be an additional
insured to the full limits of liability purchased by the Contractor even if those limits of
liability are in excess of those required by this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient
to protect the Contractor from liabilities that might arise out of the performance of the
work under this Contract by the Contractor, its agents, representatives, employees, or
subcontractors. The Contractor shall assess its own risks and if it deems appropriate
and/or prudent, maintain higher limits and/or broader coverages. The Contractor is not
relieved of any liability or other obligations assumed or pursuant to the Contract by
reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or
types. Commercial General Liability Completed Operations coverage must be kept in
effect for up to three (3) years after completion of the project.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits
of liability requirements provided that the coverage is written on a “following form”
basis.
1) Statutory Workers’ Compensation: Colorado statutory minimums
a. Policy shall contain a waiver of subrogation against the County.
b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers’ Compensation Act AND when
such contractor or subcontractor executes the appropriate sole
proprietor waiver form.
Contract # 174.24 Revision: 2023.12.15 CDD
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Minimum Limits:
Coverage A (Workers’ Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2) Commercial General Liability – ISO 1CG 0001 form or equivalent.
(With County named as an additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
Personal/Advertising Injury $ 1,000,000
Fire Damage (Any One Fire) $ 50,000
Medical Payments (Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Explosions, Collapse and Underground Hazards
• Personal / Advertising Injury
• Products / Completed Operations
• Liability assumed under an Insured Contract (including defense costs assumed under
contract)
• Independent Contractors
• Designated Construction Project(s) General Aggregate Limit, ISO CG 2503 (1997
Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010
(2004 Edition or equivalent)
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language
on the Additional Insured Endorsements specified above: “County, its subsidiary,
parent, associated and/or affiliated entities, successors, or assigns, its elected
officials, trustees, employees, agents, and volunteers named as an additional insured
with respect to liability and defense of suits arising out of the activities performed
by, or on behalf of the Contractor, including completed operations”.
3) Auto Liability: Bodily injury and property damage for any owned,
hired and non-owned vehicles used in the performance of this Contract.
Minimum Limits: Statutory
Contract # 174.24 Revision: 2023.12.15 CDD
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Coverage Bodily/Property Damage (Each Accident) $ 1,000,000
4) Special Coverages (check as appropriate and insert amount):
a. ☐ Performance Bond $
b. ☐ Professional Errors and Omissions
c. ☐ Aircraft Liability
d. ☐ Owner’s Protective
e. ☐ Builder’s Risk
f. ☐ Boiler and Machinery
g. ☐ Loss of Use Insurance
h. ☐ Pollution Liability
i. ☐ Crime, including Employee Dishonesty Coverage, or Fidelity
Bond
B. Proof of Insurance:
1) Each insurance policy required by the insurance provisions of this
Contract shall provide the required coverage and shall not be suspended,
voided or canceled except after thirty (30) days prior written notice has been
given to the County, except when cancellation is for non-payment of
premium, then ten (10) days prior notice may be given. Such notice shall
be emailed directly to Procurement@pitkincounty.com. If the insurance
carrier will not provide the required notice, the Consultant/Contractor and
or its insurance broker shall notify the County of any cancellation, or
reduction in coverage or limits of any insurance within seven (7) days of
receipt of insurers’ notification to that effect. Simultaneously with the
Certificates of Insurance, the Contractor shall file with the Project Lead a
certified statement as to claims pending against the required coverages,
reserves established on account of such claims, defense costs expended and
amounts remaining on policy limits.
2) In addition, these Certificates of Insurance shall contain the following
clauses:
a. The contractor’s insurance shall be primary and non-contributory with
any insurance or self-insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any
premiums or for assessments under any form of policy.
c. Any and all deductibles or self-insured retentions in the above-
described insurance policies shall be assumed by and be for the
amount of, and at the sole expense of the Contractor.
d. Location of operations shall be: “all operations and locations at which
work for the referenced Project is being done.”
3) Certificates of Insurance for all renewal policies shall be delivered to
the County’s Representative at least fifteen (15) days prior to a policy’s
Contract # 174.24 Revision: 2023.12.15 CDD
7
expiration date except for any policy expiring on the expiration date of this
Contract or thereafter.
4) The County reserves the right to request and receive a copy of any
policy and any policy endorsement at any time during the term of this
Contract.
XIII. Exemptions and Preferences. All purchases of construction or building or any other
materials for this Contract shall not include Federal Excise Taxes or Colorado State or
local sales or use taxes. Pitkin County is exempt from such taxes under registration
numbers 98-02624 and 84-78000-5k.
XIV. Records. The Contractor shall maintain comprehensive, complete and accurate
books, records, and documents concerning its performance relating to this Contract for
a period of three (3) years after final payment under the Contract and the County shall
have the right within the three (3) year period to inspect and audit these books, records
and documents, upon demand, in a reasonable manner and at reasonable times, for the
purpose of determining, by accepted accounting and auditing standards, compliance
with all provisions of the Contract and applicable law.
XV. Contract Made in Colorado. The parties agree that this Contract was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is
agreed to be exclusively in the courts of Pitkin County, Colorado.
XVI. Attorney’s Fees. In the event that legal action is necessary to enforce any of the
provisions of this Contract, the substantially prevailing party shall be entitled to its costs
and reasonable attorney’s fees.
XVII. Governmental Immunity. Contractor agrees and understands that Pitkin County is
relying on and does not waive, by any provision of this Contract, the monetary
limitations or terms (presently $150,000 per person and $600,000 per occurrence) or
any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise
available to Pitkin County or any of its officers, agents or employees. Further, nothing
in this Contract shall be construed or interpreted to require or provide for indemnification
of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its
agent or employees.
XVIII. Current Year Obligations. The parties acknowledge and agree that any payments
provided for hereunder or requirements for future appropriations shall constitute only
currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under
this Contract are subject to Pitkin County’s annual right to budget and appropriate the
sums necessary to provide the services set forth herein. No provisions of the Contract
Contract # 174.24 Revision: 2023.12.15 CDD
8
shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond
the then current fiscal year of Pitkin County. No provision of the Contract shall be
construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
financial obligation of Pitkin County within the meaning of any constitutional or
statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin
County to make any payments beyond those appropriated for Pitkin County’s then
current fiscal year. No provisions of this Contract shall be construed to pledge or create
a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this
Contract restrict the future issuance of Pitkin County’s bonds or any obligations
payable from any class or source of Pitkin County’s money.
XIX. Notice. Any notice required or permitted under this Agreement shall be in writing
and shall be provided by electronic delivery to the e-mail addresses set forth below and
by one of the following methods 1) hand-delivery or 2) registered or certified mail,
postage pre-paid to the mailing addresses set forth below. Each party by notice sent
under this paragraph may change the address to which future notices should be sent.
Electronic delivery of notices shall be considered delivered upon receipt of
confirmation of delivery on the part of the sender. Nothing contained herein shall be
construed to preclude personal service of any notice in the manner prescribed for
personal service of a summons or other legal process.
To Pitkin County: Cathy Hall
76 Service Center Road
Aspen, CO 81611
Email: cathy.hall@pitkincounty.com
with copies to: Pitkin County Attorney’s Office
530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com To Contractor:
Paradigm Software, LLC 113 Old Padonia Road, Suite 200 Cockeysville, MD 21030 Phone: (410) 329-1300
Email: Jackie.barlow@paradigmsoftware.com
Contract # 174.24 Revision: 2023.12.15 CDD
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IN WITNESS WHEREOF, the parties have executed this Contract as of the date first set out herein above.
PARADIGM SOFTWARE, LLC ________________________________________________
!#VENDOR SIGNATURE#! Date
PITKIN COUNTY, COLORADO RECOMMENDED FOR APPROVAL:
_________________________________________________ !#DEPARTMENT REPRESENTATIVE#! Date
Solid Waste Director
Cathy Hall
Oct-03-2024
President / Chief Operating Officer
Oct-03-2024
Jackie Barlow
PICO_Agreement_2024 Page 1 of 29 10/2/2024
ATTACHMENT A PARADIGM SOFTWARE, L.L.C.®
113 Old Padonia Road, Suite 200 Cockeysville, MD 21030 (410) 329-1300 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT
Paradigm Software, L.L.C.® ("Paradigm"), by its acceptance of this Standard Support Services and Licensing Agreement including the signature page, the Terms and Conditions and all applicable Addenda, Exhibits and Schedules identified herein below (collectively, this “Agreement”) agrees to sell and provide, and the client ("Client") agrees to purchase and accept, a license in specific computer software and support
services relating to that software licensed by Paradigm to Client in accordance with the terms and conditions of this Agreement. Paradigm agrees and to grant to the Client a license to use the software, to deliver, and install the Software, and to sell, deliver, and install for Client to use the software in accordance with the terms and
conditions of this Agreement. This Agreement and the relationship between Paradigm and Client are governed by the Terms and Conditions and each of the Addenda and Exhibits indicated herein below, each of which is adopted and incorporated herein by reference.
☒ Terms and Conditions
☒ ADDENDUM A: System Implementation Addendum
Exhibit A: Scope of Work (Implementation Milestones)
Exhibit B: Purchase Price
Exhibit C: Payment Schedule
☒ ADDENDUM B: Service Levels
PICO_Agreement_2024 Page 2 of 29 10/2/2024
TERMS AND CONDITIONS 1. CHARGES, FEES, AND PAYMENT. Client shall pay the charges and annual fee for Standard
Support Services as specified in Exhibit B to Addendum A (System Implementation). The annual fee is payable annually in advance prior to the first day of the renewal term. For all charges and fees, Client will pay a late charge of one and one-half percent (1 1/2%) 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 license fee and its charges for support and services by giving Client at
least ninety (90) days’ notice prior to the affected term. If Paradigm provides services not expressly agreed to in this Agreement or in its Addenda, Client will be charged and agrees to pay for them at Paradigm's then-applicable rates. Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and Client 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 goods, licensed software, or services rendered hereunder. Exemption from such taxes, if any, shall be the responsibility of Client to pursue. 2. CLIENT RESPONSIBILITIES. Client agrees to test, and if operable, accept and use updates, amendments and alterations to the Software furnished to Client hereunder and to provide, install
and maintain, at no cost to Paradigm, for the duration of this Agreement, an adequate connection for remote support approved by Paradigm. Client shall allow Paradigm access to the Software via this connection for the purpose of providing Standard Support Services. Administrative access to the Software will be required for implementation, and during the Support and Services period. The Software will be required to have specific access to “*.paradigmsoftware.com” and TCP port 443.
To effectively troubleshoot any issues that may occur with your system, we require access to logs and other relevant troubleshooting resources. These resources are necessary for us to identify the root cause of the problem and develop an appropriate solution.
3. COVERAGE. The Software eligible for Standard Support Services (as defined below) are
WeighStation® CW6 as updated with all current modules, applications, amendments, alterations, enhancements, improvements, and updates furnished to Client from time to time under warranty (the "Software"). Support Services will be provided exclusively for the Client's currently supported version of Software, running on the operating system version approved by Paradigm. The
supported version refers to any build released by Paradigm within the past 24 months. The Client
agrees to remain current (within the last 24 months) by either installing the latest build of the Software as provided by Paradigm or engaging with Paradigm to install the latest build for the Client.
4. STANDARD SUPPORT SERVICES. During the term of this Agreement, Paradigm will provide
to Client its Standard Support Services described in this paragraph (the “Standard Support Services”). Subject to the license granted to Client in the Software, Paradigm will provide technical services to design, code, check out and deliver amendments or alterations to 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
Client by Paradigm describing the use of the Software (the "Documentation"). Such Standard Support Services will be promptly provided after Client has identified and notified Paradigm of any such error in accordance with Paradigm's reasonable reporting procedures as in effect from time to time and in accordance with the Service Levels identified in Addendum B. Standard
Support does not include the re-installation of the Software or the running of updates to the
PICO_Agreement_2024 Page 3 of 29 10/2/2024
Software on the Client’s workstations, servers, or other hardware. The re-installation of the Software or running of updates to the Software on the Client’s workstations, servers or other hardware will be billed at Paradigm’s then-applicable rates, and in accordance with Addendum B.
Paradigm will also provide reasonable telephone consultation in the use and operation of the Software during the hours of 7:00 a.m. through 7:00 p.m. Eastern Time on weekdays, except Paradigm holidays. Such consultation will be available only to one contact or alternate, designated by Client in advance in writing from time to time. In addition, if Paradigm elects to include them under its Standard Support Services program and does not market them separately to Standard
Support Services clients generally, Paradigm will deliver updates of the Software to Client from time to time, without any charge other than as specified on Exhibit A to Addendum A attached hereto. Clients may receive up to one (1) hour of solution tuning annually. Solution tuning is defined as time spent with Paradigm staff to discuss the client’s configuration and recommend modifications to better the client’s operation.
5. TERM AND RENEWAL. Provided payment has been made as required hereunder, Paradigm shall provide Client with Standard Support Services for a period of one (1) year. Thereafter, the term for Standard Support Services will renew in accordance with the terms and conditions of the Agreement, unless either Paradigm or Client gives written notice to the other of an intention not
to renew at least sixty (60) days prior to the commencement of any renewal term. The term and renewal of the license of the Software is governed by Addendum A hereto. 6. OTHER SERVICES. Client agrees to pay Paradigm's then applicable rates and charges for services not included in Standard Support Services, together with all costs incurred in connection therewith.
Investigation and research for Client identified conditions determined by Paradigm not to be attributed to Paradigm programming errors shall be billed to Client 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, and all copies thereof, shall be and remain the sole and exclusive property of Paradigm and shall be available for use by Client under and subject to the license granted in this Agreement and Addendum A hereto. 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 Client by virtue of any portion of this Agreement. 8. TERMINATION. Paradigm may terminate this Agreement upon the failure of Client to perform or observe any covenant or obligation set forth herein, including, but not limited to, Client’s failure
to pay fees and charges, provided Paradigm has given Client thirty (30) days prior written notice
of the failure, and Client has failed to cure such failure within such time. Upon termination, the Client 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. Upon termination, the obligations of Client 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. 9. CONFIDENTIAL INFORMATION. “Confidential Information” shall mean this Agreement, all strategic and development plans, financial condition, business plans, data, business
records, client lists, project records, employee lists and business manuals, policies and
PICO_Agreement_2024 Page 4 of 29 10/2/2024
procedures, information relating to processes, technologies or theory and all other information which may be disclosed by either Party or to which they may be provided access in accordance with this Agreement. Except as otherwise provided herein, each Party agrees to treat
confidentially and to not disclose to any person any Confidential Information about which it becomes aware. Each Party shall use all Confidential Information received by it solely in connection with this Agreement and for no other purpose whatsoever. Each Party shall strictly limit access to any Confidential Information to its employees, independent contractors, and agents who are under a contractual obligation to maintain the confidentiality of such
information, and who have a need-to-know. Each shall safeguard all Confidential Information received by it using the same degree of care with which it protects the confidentiality of its own Confidential Information, but in no event less than a reasonable degree of care. 10. NO WARRANTIES. CLIENT 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. 11. LIMITATION OF LIABILITY. PARADIGM SHALL MAINTAIN GENERAL LIABILITY INSURANCE. PARADIGM SHALL OTHERWISE NOT BE LIABLE TO CLIENT 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 (A) ANY CAUSE UNDER OR RELATING TO SUPPORT SERVICES SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CLIENT FOR STANDARD SUPPORT SERVICES DURING THE
ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE AND
(B) ANY CAUSE UNDER OR RELATING TO LICENSING AND SYSTEM IMPLEMENTATION SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM BY CLIENT FOR SOFTWARE LICENSE FEES.
12. BENEFIT OF THE BARGAIN. CLIENT 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 ALL OF WHICH ARE SET FORTH IN THESE TERMS AND CONDITIONS. BY SIGNING THIS
AGREEMENT, CLIENT ACCEPTS THESE TERMS AND AFFIRMS ITS UNDERSTANDING
THAT ANY CHANGE TO THESE ALLOCATIONS OF RISK WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS CONTRACT.
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13. ESCROW. 13.1 Escrow Agent. Safe Secure Escrow, LLC (the “Escrow Agent”) has entered into an
Agreement with Paradigm and accepted and currently holds on deposit a single copy of the source code for the WeighStation® CW6 computer program ("Source Code") that has been licensed to Client pursuant to the Agreement. Paradigm shall deposit an updated copy of the Source Code monthly of such updates, and each updated copy shall upon deposit be deemed the Source Code under the 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 Section 13. Escrow Agent will hold the copy of the Source Code in a secure cloud or other digital environment and may deliver a copy of the Source Code to Client, but only under the conditions specified in this Section 13. Upon reasonable request, and at Client’s cost, Client 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. 13.2 Conditions for Escrow Release. Client shall be entitled to receive from Escrow Agent and to make limited use as provided in this Agreement 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 Client 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 Agreement. Any of the foregoing events is referred to below as a "Release Condition." Upon the happening of any Release Condition, Client 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 Section 13 of Agreement Dated ______________," (ii) specify the Release Condition with reference to the applicable subsection 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 Client desires to have released;
and (iv) be given within sixty (60) days of Client’s knowledge of the happening of the applicable
Release Condition. Upon receipt of the Notice, Escrow Agent shall send a copy to Paradigm by commercial form guaranteed delivery, including encrypted retrieval (“Secure Delivery”). If Paradigm denies or disputes an alleged Release Condition, Paradigm shall, within sixty (60) 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 Client by Secure Delivery, and Escrow Agent shall continue to hold the Source Code in accordance with this Agreement. If Escrow Agent does not receive the Statement within the applicable time period, then Escrow Agent is authorized and directed to deliver a copy of the applicable Source Code to Client. Upon delivery to Client under any circumstances, the Source
Code shall become a part of the licensed software and shall be subject to all of the license and
confidentiality provisions and obligations set forth in the 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 Client 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 Client requesting release to
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Client. The Escrow Agent shall withhold release of the Source Code to the Client if any fees or costs owed by the Client to Paradigm are unpaid.
13.3 Termination and Cancellation. The delivery of a copy of the Source Code to Client hereunder shall act as a termination of all of Paradigm's responsibilities, all of Paradigm’s warranties, and all of Paradigm's software support obligations under the Agreement and all other agreements between Paradigm and Client. In the event a copy of the Source Code is provided to the Client, Paradigm shall retain all right, title and interest in and to the IP as provided by Section
7 of this Standard Support Services and Licensing Agreement and any other attachment thereto, and the license granted, and the term thereof as provided in Addendum A to this Standard Support Services shall remain in effect. 13.4 Limitation on Escrow Agent’s Liability. As a fiduciary, conservator, receiver, or guardian
of the Source Code 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 Source Code that it receives from Paradigm, regardless of the media used to transmit it. 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 other clients at the same location. However, Escrow Agent nor Paradigm shall not be responsible for any loss or damage to the Source Code due to a computer or hardware crash, malfunction, or 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 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 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 Client 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. Paradigm and Client acknowledge that neither this Agreement nor their waiver of any potential conflict created
hereby will materially limit the ability of the Escrow Agent to perform hereunder.
13.5 Intellectual Property. The release of the Source Code to Client will not act as an assignment of any intellectual property rights that Paradigm or any third party possesses in the Source Code. The Source Code shall remain at all times the confidential and intellectual property of Paradigm.
In the event that Escrow Agent releases the Source Code to the Client, Client shall be permitted to
use the Source Code only to the extent of Client’s license pursuant to the Agreement. 13.6 Disputes. In the event of any disagreement between the parties resulting in adverse claims and demands being made in connection with or against the Source Code, Escrow Agent shall refuse
to comply with the claims or demands of either party until such disagreement is finally resolved
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(i) by a court of competent jurisdiction (in proceedings which the Escrow Agent or any other party may initiate, it being understood and agreed by Client and Paradigm that Escrow Agent has authority (but not the obligation) to initiate such proceedings), or (ii) by an arbitrator in the event
that Client and Paradigm mutually and jointly determine to submit the dispute to arbitration pursuant to the rules of the American Arbitration Association, and in so doing Escrow Agent shall not be or become liable to a party, or (iii) by written settlement between Client and Paradigm. 13.7 Resignation. The Escrow Agent may resign by delivery of a thirty (30) day written notice
to both Paradigm and the Client. The Escrow Agent will deliver the Source Code upon the joint written direction of Paradigm if received within thirty (30) days of the date on the Escrow Agent’s notice of resignation. If no direction is received within the time period outlined, the Source Code will be delivered to Thomas M. Wagner & Associates, 323 Williams Street, Bel Air, MD 21014 to serve as acting trustee, until a new successor escrow agent is secured by Paradigm.
14. MISCELLANEOUS. 14.1 Non-Solicitation. During the term of this Agreement and for twelve (12) months after its termination, neither Paradigm nor Client may employ or solicit to employ persons employed by
the other. 14.2 Force Majeure. Except as expressly provided to the contrary in this Agreement, the dates and times by which Client or Paradigm are 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 Client or Paradigm, as the case may be, is prevented from meeting such dates and times by reason of causes beyond its reasonable control. 14.3 Inconsistency. Unless specified to the contrary in any addendum, exhibit, 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.
14.4 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 or discovery of the first event giving rise thereto.
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ADDENDUM A System Implementation
Paradigm Software, L.L.C.® ("Paradigm"), by its acceptance of the Standard Support Services and Licensing Agreement (the "Agreement"), agrees to sell, deliver and install, the hardware described in the Exhibits to this Addendum (the "Hardware") and to deliver and install the proprietary software described therein (the "Software"), and to grant to the Client a license to use the Software as set forth herein below. Client agrees to purchase the Hardware, accept the license for the Software, and accept
services relating to installation, training, conversions, interfaces and other matters, all in accordance with the Exhibits to this Addendum and the Terms and Conditions to which it is attached. 1. CLIENT RESPONSIBILITIES. Client 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. Client shall make available 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. Client 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. 2. TRAINING. Paradigm shall provide standard training in the use of the Hardware and Software according to Exhibit B and Exhibit C of this Addendum. Such training will be provided at a
mutually agreeable location during installation. All travel, lodging and expenses related to the training shall be the responsibility of the Client and shall be invoiced to Client in accordance with the above provisions.
3. DELIVERY. Subject to the manufacturer’s schedule or other agreement of the parties, shipment
of Hardware shall be made per the milestones provided herein. Exhibit B hereto 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 third-party manufacturers and the warranty begins the date Paradigm
receives the Hardware. Good and merchantable title and risk of loss in and to the Hardware shall pass to Client upon delivery of each respective Hardware item to the carrier at the manufacturer's or Paradigm's loading dock as appropriate. Client shall pay or reimburse Paradigm for all costs of Hardware, shipping, rigging, transportation, duties, taxes and insurance which shall be invoiced to
Client in accordance with the above provisions. All Hardware returns must be in their original
packaging and free of damage. The Client is responsible for paying any related shipping costs. A restocking fee will apply to all hardware returns. 4. SECURITY. Paradigm reserves a security interest, 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 Client’s payment obligations for all Hardware and Software are fully discharged. Client hereby appoints Paradigm as its attorney-in-fact for the purpose of executing and filing financing statements to perfect its security interest,
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and Paradigm shall, at the request of Client, execute a termination statement evidencing the discharge of such obligations in the event a financing statement is filed.
5. GRANT OF LICENSE. Upon acceptance of the Agreement and the acceptance of this Addendum A, Paradigm hereby grants to Client, and Client hereby accepts, a nonexclusive, nontransferable license to use, as herein provided, a single, executable copy an object code version of the Software and a single printed copy of Paradigm's current, standard user manuals and training materials ("Documentation"). Paradigm reserves all rights, privileges and interests not expressly granted to
Client, who shall acquire no right, title, interest, or privilege with respect to the Software or the Documentation by implication. 6. TERM AND RENEWAL. The term of the license herein granted is one (1) year commencing with the date of acceptance of this Agreement by Paradigm, unless terminated earlier as provided herein
(the “Term”). If Client is not in default under this Agreement or any other agreement with Paradigm, the Term of this license may be automatically renewed upon the same terms and conditions in one (1) year terms (the “Renewal Term”), unless Client gives written notice of election not to renew the license at least ninety (90) days prior to the expiration of the initial Term. Notwithstanding the foregoing, at the expiration of the Term, as may be extended, from time to
time pursuant to the terms of this Section 6, or earlier termination of this Agreement as provided for in the Agreement, the license granted to Client in Section 5 hereof shall immediately cease, and Client shall not use, run, implement, install, store, maintain, keep, monetize, or otherwise benefit from in any way nor have any right to the Software or Documentation.
7. SCOPE. A single, executable copy of the object code version of the Software may be used by Client for testing purposes and for processing of data, but such data shall be strictly limited to data of Client created or used in the connection with Client. 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. Client shall not modify or sublicense the Software or the Documentation. The Software may not be used with more than the number of terminals agreed to in this Agreement. Paradigm shall provide Client with a single, back-up copy of the Software which Client shall keep in a secure location reasonably approved by
Paradigm in advance. Client shall place on all copies of the Software any notice, including,
copyright notice, requested by Paradigm. 8. 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 Client,
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. Client shall keep the Software, the Documentation,
and all copies thereof free and clear of all claims, liens and encumbrances, and any act of Client purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this Agreement. Client 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
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requested by Paradigm to effectuate such assignment. Client agrees that the Software, Documentation and related materials, techniques and procedures furnished by Paradigm to Client hereunder embody exceptionally valuable trade secrets, and they are, and shall remain, the sole
property of Paradigm or its supplier(s), as appropriate. Client 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, Client shall not disclose, divulge, or communicate to any person (including contractors and consultants), except to Client's employees (but then only to the extent
necessary for operation of the Software) the Software or Documentation. 9. 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) Client 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 Client 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 Client the license fee paid by Client under this Agreement, less a pro rata credit for each full or partial month of the first sixty (60) months following the effective date of this Agreement; (ii) Client 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. Client 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.
10. LIMITED WARRANTY. Paradigm does not warrant that the Software or the Documentation is
free of errors or defects or that it meets Client’s requirements. Paradigm warrants only that the Software will perform all functions substantially as described in the current edition of the Documentation for a warranty period of sixty (60) days from the date of Software delivery to Client’s site, when operated as recommended. Paradigm will design and deliver promptly
amendments or alterations to Software reasonably necessary to remedy or avoid any programming
error present at the time of Software delivery. Client shall allow Software access to Paradigm through dedicated remote communications for this purpose. The foregoing is Client’s sole and exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of this limited warranty. This limited warranty is contingent upon Client’s written notice to Paradigm, received
not later than five (5) days after the end of the sixty (60) day 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. CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY
PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING
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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 CLIENT’S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE.
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EXHIBIT A Scope of Work (Implementation Milestones) General
This Exhibit A – Implementation Milestones (the “Milestones”) forms part of the Agreement between the Parties dated as of the Effective Date of the Agreement for the provision of Services, Software and Support. Any capitalized term not defined herein shall have the definition provided for in the Agreement. The provisions set out in the Agreement shall apply in the event of any inconsistency or conflict between the
terms of these Milestones and any other part of the Agreement. The parties each agree to designate a Project Manager from their respective organizations with adequate authority and full technical competence to deal with matters relating to the Products and Services to be provided under the Agreement in relation to hardware, software, and services for the delivery of
WeighStation® CW6 (“WeighStation® CW6”). The Project Managers will, on behalf of their respective parties and in accordance with the spirit of this Agreement, use all reasonable efforts to co-ordinate the timely supply, delivery, and performance of Software and Services as specified in the Agreement. The Project Manager for the Client and Paradigm will be set during the kickoff meeting. All Project Managers are authorized to deal with the day-to-day matters related to the delivery of the Software and Services directly
related to their designated authority. Paradigm’s Project Team under the direction of the Project Manager will be responsible for providing the Software and Services consistent with the Agreement including the Implementation Plan, with specific timelines, the Milestones and all Paradigm’s resource assignments for the Project. This Implementation Plan
will be reviewed, modified, and accepted by both parties. Paradigm’s Project Manager will be responsible for: (a) Submitting the detailed Implementation Plan to the Client by an agreed upon date after the
execution of the Agreement.
(b) Ensuring WeighStation® CW6 interfaces with scale regardless of make or model, provided scale has appropriate interface. (c) One-time import of accounts, trucks and rates from current system to WeighStation® CW6 and historical transactional data if agreed to within the Agreement.
(d) Providing regular progress reports as the situation warrants and/or as the Client reasonably
requests, including meeting/interviewing with Client Personnel throughout the Project as required. (e) Meeting/Interviewing Client Personnel during the course of the Project as required; and providing overall direction, management and leadership for the Project.
(f) Attending status meetings either in person or via a designate (as determined by Paradigm) or
through conference calls or such other means as may be mutually agreed upon. (g) Working with the Client’s Project Manager to create as part of the Implementation Plan an issues management process to resolve any issues. (h) Making required modifications to the Milestones in order to obtain necessary approval(s).
(i) Serving as Paradigm’s key contact for the Client.
The Client’s Project Manager will be responsible for: (a) Ensuring the mutually agreed project management communication methodology is followed.
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(b) Serving as the key contact for Paradigm; coordinating status meetings either in person or via a designate (as determined by the Client) or through conference calls or such other means as may be mutually agreed upon; working with the Paradigm Project Manager to resolve any issues.
(c) Approving or disapproving the Paradigm Milestones hereunder in a timely manner. (Note: excluding the performance of the Acceptance Testing and unless otherwise specified, any Client comments, rejection or approval will be given to Paradigm no later than ten (10) business days (or as otherwise agreed) after submission of a Milestone to the Client by Paradigm. (d) Providing clarification and applicable instructions as requested by Paradigm throughout the
Project. (e) Monitoring Paradigm work progress and Milestones; and providing overall direction, management, and leadership for the Client Project team. (f) Obtaining and providing information, data and decisions necessary for the Project, in accordance with the Implementation Plan or within ten (10) business days of Paradigm’s request (whichever
is greater), unless the Project Managers from Paradigm and the Client mutually agree to an extended response time. (g) Obtaining approval and/or authorizing any agreed-to changes to the scope of the Project, Milestones and/or timelines in the Implementation Plan. (h) Using his/her best efforts to obtain signoff and approval from the Client, within ten (10) business
days, or as mutually agreed to by the parties acting reasonably, for each Deliverable. (i) Forwarding any required Notice of Acceptance to the Paradigm Project Manager, as appropriate. The Services will be performed at Paradigm’s/Client’s facilities as needed during the Project provided that should Paradigm request resources from the Client, such request must be reviewed and approved by the
Client Project Manager. The Client will determine if facilities and appropriate resources will be made available as may be requested from time to time by Paradigm. The Client will make every effort to provide a site suitable to support the necessary Paradigm Personnel for
the duration of the Project with telephone and network access.
The Client will make available to Paradigm the necessary Client Personnel as required from time to time during the Project and as identified in the approved Implementation Plan.
Functional Areas of Responsibility
The functional areas of responsibility for the Project organization are as follows: (1) Client’s Project Manager: The Client’s Project Manager(s) will be the focal point of decision-making and communications between Paradigm and the Client. (2) Client’s Project Team: Under the direction of the Client Project Manager, will perform the tasks
described in these Implementation Milestones and the Agreement.
(3) Paradigm’s Project Manager: The Paradigm’s Project Manager is responsible for the Milestones and will ensure overall Client satisfaction for the Project. (4) Paradigm Consultant(s)/Architect(s)/Specialist(s): Under the direction of the Paradigm Project Manager, will perform the tasks described in these Implementation Milestones and the
Agreement. Project Team Members The Client and Paradigm will provide the necessary Personnel or designate as may be required from time to time to complete the Project.
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Objectives (1) The Objectives for the Project are for Paradigm to implement a fully integrated scale house software solution. This includes the conversion and migration of existing account data from current vendor and
truck weighing data from scale, installation, and configuration of the new solution, as well as testing and training to ensure that the new integrated solution, meets the requirements as may be further defined in the Agreement and these Implementation Milestones. (2) WeighStation® CW6 must include the ability to do the following: (a) Must integrate with a Payment Card Industry (PCI) compliant solution for credit card processing.
(b) Collect the required information on all loads entering and leaving the Client’s facility. (c) Collect and maintain the required customer/hauler information needed for billing including detailed truck information as needed for tracking. (d) Track all material and tonnages disposed of by paying customers, residents, contractors, and charities.
(e) Collect and manage information on loads, tonnages, and balances by material type. (f) Calculate the appropriate charges for loads entering and leaving the sites. (g) Provide fraud controls and audit functions. (h) Track account balances for customers (if using the Accounts Receivable and Aging Module). (i) Collect account information to support the following accounts types and activities:
i. Cash ii. Charge accounts iii. Check iv. Invoicing v. Process payments
vi. Credit Cards (if WeighPay has been purchased) (j) Provide Reporting capabilities including: i. Operational reporting ii. Management reporting
(k) Retrieve information to plan new programs and improve productivity in facility operations.
(l) Implement the requirements identified in the Agreements. (m) Ad-hoc reporting. (n) Other functional requirements as specified in the Agreement.
1. Milestone 1 – Knowledge Transfer from Business Development (BD) to Implementation
• Meeting with BD to obtain information during the sales/agreement phase.
• Review the Agreement and set the following in Client record: o Set Version Number
o Set Site, Licensing and Module information
o Set WeighPay information
• Add any Milestone entries for specific modules, customizations or interfaces which need to be documented and installed during the implementation.
2. Milestone 2 – Project Management Meeting (Kickoff/Status/Updates/Etc.)
• Schedule and perform kickoff meeting.
• Provide Client with incident spreadsheet outlining these Milestones.
• Provide blank Facility Survey for Client to complete.
• Introduce Client to our website to track incidents.
• Provide Client with current hardware/software requirements PDF.
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• Discuss and confirm hardware to be provided by Paradigm to Client. Paradigm will be responsible to: (1) Initiate a kick-off meeting which will include a site survey with the Client Project Team to review and confirm the Client requirements. This will include confirmation and verification of the hardware the Client will need to acquire (if any) to deploy the Software within the Client’s environment.
(2) Leverage the existing Client infrastructure in place and be able to integrate with the existing environment as described. This includes providing the Client with general requirements for electrical and communication connections for each equipment location included in the project. (3) Provide a Testing Plan for the testing of WeighStation® CW6 in the Client’s environment, including a list of Client staff positions that should be involved in the testing which will also
be provided to the Client Project Manager for acceptance; however, notwithstanding, the Client shall determine the final Test Plan and Acceptance criteria to be used for Acceptance Testing (4) Determine the dates for which the requirements identified as “Customizations”, and which were priced in the Agreement will be available based upon mutual agreement.
(5) Establish the work efforts and the resources necessary for the Project. (6) Develop a detailed Implementation Plan subsequent to assessing the technical requirements and describe all activities and Milestones over the duration of the Project and include specific activities, schedules, resources, and Milestones for the implementation (the “Implementation Plan”). This Implementation Plan will be delivered within ten (10) business days of the
execution of the Agreement. (7) Provide a detailed role-based Training Plan for the Client’s users of WeighStation® CW6 and Client’s staff assigned to support the application; the Training Plan will be delivered to the Client Project Manager for acceptance. (8) Purchase, configure and install all hardware provided by Paradigm as listed on Exhibit B in
this Agreement. Client will be responsible to: (1) Provide Paradigm with a copy of the database from the current system for conversion requirements (if applicable).
(2) Provide Paradigm with the appropriate technical resources and information to be used to create the Client’s database. (3) Review, comment and if acceptable, approve the hardware specifications. (4) Ensure that Paradigm has access to the minimum starting configuration of software and hardware as agreed upon and confirmed by the Client for installing and configuring
WeighStation® CW6. (5) Review, comment on and if acceptable, approve the Training Plan. Develop a detailed Testing Plan that will be used for Acceptance Testing. (6) Provide Notice of Acceptance with respect to the approved Milestones. 3. Milestone 3 – Order Hardware
• Client to order any hardware as necessary to support WeighStation® CW6. Paradigm to provide Minimum/Recommended System Requirements.
• Create checklist to ensure all hardware, cables, adapters, etc. are ordered/included.
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4. Milestone 4 – Not Applicable 5. Milestone 5 – Facility Survey Review
• Paradigm and Client to review completed survey. 6. Milestone 6 – Vision Diagram/Documentation
• Client to provide images/pictures of facility(ies).
o Scale house
o Scale lanes o Site
• Paradigm will create Visio diagram of the following:
o Title page
o Device legend o Overhead satellite view o Building layout o Hardware diagram
o System architecture
o Birds-eye view o PDM o Unattended 7. Milestone 7 – Collect Data
• Client to provide database/data/reports (Database Backups from prior system if SQL. Otherwise, if old system can dump data out into Excel files or CSV files for analysis and import. Gather Reports, information on hardware, etc.).
8. Milestone 8 – Create Version 6 Database and Folder Structure
• Paradigm will use DBUpdate6 to create WeighStation® CW6 Database and Folder Structure.
• Client to inform Paradigm on which version of SQL will be used.
9. Milestone 9 – Not Applicable 10. Milestone 10 – Initial Data Load of Setup Tables – Partial Historical Data Conversion
• Paradigm will analyze current data and create specification for programmers to convert the critical setup tables and, if in contract, historical transactions.
• Discuss with Client the plan if setup data will be loaded again in the future. At some point, Client will likely have to add accounts/setup information in current and WeighStation® CW6 prior to Go-
Live if substantial configuration within WeighStation® CW6 has taken place that we can’t overwrite. Paradigm will be responsible to: (1) Provide the full system Implementation Plan with timelines and Milestones. (2) Create conversion scripts or routines from sample data provided by the Client.
(3) Review with the Client and rectify sample data script conversion errors until Client Acceptance of the converted data. (4) Perform data conversion(s) as needed and load onto the target platform. (5) Install WeighStation® CW6 at the Client facility in accordance with the full system Implementation Plan.
PICO_Agreement_2024 Page 17 of 29 10/2/2024
(6) Install and configure the hardware on the required lanes. Client will be responsible to:
(1) Provide sample data as required. (2) Review the data mapping document, if such document is necessary. (3) After the data conversion, review and assist in determining cause of data errors after the scripts are run and assist Paradigm in correcting the errors. (4) Agree to a data freeze in accordance with the mutually agreed upon Cutover Plan and
subsequent to that freeze enter data into the system using the Paradigm application once
WeighStation® CW6 is accepted. (5) Make sure Client Personnel, space and other resources are available for Scale House Software Solution deployment to all Client Sites. (6) Make sure all wiring, electrical, cabling, conduit, bollards, etc. are in place for installation of
the hardware. (7) Review Scale House Software Solution Documentation. 11. Milestone 11 – Test Environment Milestone
• Paradigm and Client will create a Test Environment for Pre and Post Go-Live Support, Training and Testing.
• Benefits of Having A Test Environment: o Allows the Client to test any update provided by Paradigm resulting from a new program
feature, enhancement, and/or bug fix in a controlled, isolated environment without
jeopardizing the production environment. The Client can use the Transaction Scenario Guide as a test script to review their various scenarios at their own pace to ensure the software is operating as expected. o Allows Client’s new employees to practice with the software during any orientation phase of
their employment to provide the ability to learn how to use the system in a controlled
environment.
o Allows Client’s existing employees to test any of the thousands of software setting switches within the system to see desired behavior from the point of initial data capture, through reporting, and eventually posting to a test financial system. These processes can be tested as
often as required to ensure all is working as expected.
Paradigm will be responsible to: Prior to performing the Final Acceptance Testing of the whole Scale House Software Solution, preliminary acceptance testing in the Client Test Environment, will be completed by the Client (with
assistance provided by Paradigm) as a proof of concept. The acceptance of the Test Environment will
be based on the following criteria: (1) Deliver and install software and hardware for the Client. (2) Successful acceptance test of all required and proposed functions. (3) Successful demonstration that the Solution’s performance and capacity meets the Client’s
requirements, and in accordance with Paradigm’s documentation.
(4) Preliminary training of users. The testing period will include: (a) Collect the required information on all loads entering and leaving the Client’s facility. i. Correction of all errors or failures in hardware, software, configuration, customization, interfaces, or conversion.
ii. Modifications to required Documentation.
PICO_Agreement_2024 Page 18 of 29 10/2/2024
Client will be responsible to: (1) Review and approve the draft acceptance test proof of concept document. (2) Execute, review, and approve acceptance test results.
(3) Provide a Notice of Acceptance with respect to the approved Milestones. 12. Milestone 12 – Production Environment Milestone
• Paradigm and Client will create a Production Environment for both the office and various site
servers/workstations that will be using the software. 13. Milestone 13 – Transaction Scenario Guide and Documentation
• Paradigm and Client will create and supply a Transaction Scenario Guide with detailed scenarios for
testing and training.
• The guide is critical for Client user acceptance testing, training for Go-Live, training for future employees, and test script for future updates.
• Paradigm will supply Client with electronic CW and WS Training guides and manuals.
Paradigm will be responsible to: (1) Review and identify out of the box and customizable functionalities. (2) Document integration point(s) and interface(s) requirements. (3) Review the sample data provided by the Client and develop data conversion plan for data
migration. (4) Prepare a draft acceptance test plan for the Client’s review and consideration. (5) Install WeighStation® CW6 on the Client’s Test Environment. (6) Configure and customize the WeighStation® CW6 to meet the requirements of the Agreement. (7) Test WeighStation® CW6 on the Client’s Test Environment.
(8) Assist the Client in conducting its preliminary acceptance test. (9) Make any corrections as identified during the preliminary acceptance test until all errors are fixed. Client will be responsible to:
(1) Provide Paradigm with details surrounding any customizable functionalities. (2) Review of the Paradigm recommended preliminary acceptance test plan and development of the Client’s preliminary acceptance test plan. (3) Review and approve the data migration plan. (4) Provide a Notice of Acceptance with respect to the approved Milestones.
14. Milestone 14 – Programmer Liaison Meeting
• Paradigm to assign Programmer Liaison if necessary. o Implementation Specialist will do a short presentation to the programmer to discuss any open
programming issues or concerns and in conjunction with the Implementation Manager. 15. Milestone 15 – Remote Training
• Paradigm to provide Client with any remote training as identified in the Agreement.
o Train on adhoc reporting and to recreate Client reports prior to going onsite.
o Run through WeighStation® CW6 Training with Key personnel to ensure on-site training goes smoothly and all scenarios are covered.
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16. Milestone 16 – Configure Hardware
• Paradigm and Client to test and configuration of hardware provided in the Agreement.
• Paradigm and Client to test and configuration of hardware (such as printers, scales, etc.). 17. Milestone 17 – Paradigm Data Messaging “PDM” Configuration (if purchased)
• Paradigm to successfully install and test PDM prior to on-site arrival.
18. Milestone 18 – Ticket Setup and Review
• Client to provide Paradigm with desired ticket layouts.
• Paradigm to create desired ticket layouts.
• Client to confirm/approve ticket layouts. 19. Milestone 19 – Email Configuration
• Client to provide Paradigm with Email credentials and mail relay information.
• Paradigm will configure Email within the software.
• Client will test Email configuration.
20. Milestone 20 – WeighPay Configuration (if purchased)
• Paradigm and Client to discuss and review processes to determine how they process currently and how they want to process in the future based on the Agreement.
• Hardware – Paradigm and Client to confirm any hardware that is to be provided by bank/middleware and verify cabling requirements. o If the devices are network devices, ensure site has enough ports on switch and wall jacks/cabling requirements, as necessary.
• Paradigm to document Middleware/Gateway, and Processor.
• Client to provide responses to the following questions (additional questions may be necessary): o Does Client do pre-authorizations? o Does Client use Store and Forward?
o Does Client require signatures?
o Does Client let operators perform voids/refunds? 21. Milestone 21 – Custom Report Review
• Client to provide reports that are to be created within WeighStation® CW6.
• Paradigm to determine if reports can be created in Ad-hoc or if Custom Reports must be created (Custom Reports may incur an additional cost if not included in the Agreement).
• Paradigm and Client will discuss any custom reports needed as specified and agreed to in this
Agreement.
• Paradigm to ensure canned crystal reports are copied over in the interim until latest reports are included with install. 22. Milestone 22 – Ad-hoc Report Conversion/Creation
• Client to provide reports that are to be created within WeighStation® CW6.
• Paradigm to train Client on the creation of Ad-hoc Reports.
23. Milestone 23 – Batch Report Creation
• Client to provide Paradigm reports that are to be included in Batch (Scheduled) Reports.
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24. Milestone 24 – AR and Aging/Posting
• If Posting to a third-party accounting package:
o Client will provide export file requirements.
o Paradigm will develop custom export to third-party accounting package per requirements.
• If using Paradigm’s AR and Aging: o Client will provide Invoice and Statement layouts.
o Client will provide any reports (credit memo, debit memo, payment, aging, etc.).
25. Milestone 25 – Book Travel
• Paradigm Tech to meet with Implementation Manager to verify and confirm substantial completion of required Milestones.
• Transaction Scenario Document must be completed and reviewed thoroughly with Client and a majority of the Milestones should be fully completed.
• Schedule and confirm on-site installation dates with Client.
• Paradigm to book travel arrangements at minimum two (2) weeks prior to on-site days. 26. Milestone 26 – Installation Work Plan
• Paradigm to present Client with the specific schedule of the events that will occur while on-site.
• Client to approve installation work plan. 27. Milestone 27 – Database Maintenance Task
• Paradigm to configure and setup the Universal Service and scheduling PDTask6 to perform routinely
scheduled maintenance and backups of the database.
• If Client’s DBA schedules their own backups, Paradigm will work with DBA to ensure proper files are included. 28. Milestone 28 – Go-Live Prep – Purge Test Data and Final Steps Prior to Go-Live
• Paradigm will review various tables and schemas that may need to be purged before Go-Live, as well as final steps/procedures to prepare for Go-Live.
• Paradigm to perform file backup.
• Depending on the Client’s configuration, data may need to be reloaded after final test data purge.
• Examples of potential Tables that certain months or all data would need to be purged prior to Go-Live:
o Z Out (Purge and Reload)
o Trans table for the testing period o Hold Table (Hold.Trans) o Actg Batch table (If Using AR and Aging) o A2_Payment table (If using AR and Aging)
o Offense Table (if using offenses)
o CustomFreeUnits Trans (If Using Custom Free Units) o Purge History Schema (Use DBUpdate) o Purge Audit Logs (Use DBUpdate) o Reset Sequence Numbers
o To prevent issues of the office editing recent tickets after Go-Live that may not exist at a site’s database, it is recommended to load 3 months of transactions prior to Go-Live. (Please note that if there are multiple sites/instances of the software/database, these steps will need to occur for each instance.)
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29. Milestone 29 – Go-Live
• Paradigm and Client will participate in this Milestone to cutover from the current solution to
WeighStation® CW6. 30. Milestone 30 – Final Historical Transaction Data Conversion
• Paradigm may need to reload most recent transactions up to Go-Live.
• Paradigm will convert any additional historical transaction data as required per the Agreement.
• Setup tables should not be reloaded after Go-Live. 31. Milestone 31 – Post Installation Checklist
• Paradigm will review Post Installation Checklist to ensure all items have been completed.
• Paradigm will provide the Final Installation Note document to the Client to assist with understanding
the transition from the Implementation Division to the Support and Services Division.
32. Milestone 32 – Knowledge Transfer from Implementation to Support and Services After a full billing has occurred, the Implementation Specialist will present the details of the project to the Support and Services Division.
• Present the installation to the Support and Services Division. Show Visio, Transaction Scenario Guide, Photos, etc. and discuss overview of the installation.
• Review any special modules or customizations that were needed, as well as WeighPay and Posting Details.
• Discuss VPN tab to ensure techs know how to connect for support.
• Also discuss any open incidents (if applicable).
• All prerequisite Milestones must be closed prior to requesting the transfer.
33. Milestone 33 – Implementation Manager Post Go-Live Follow-Up
• Paradigm’s Implementation Manager will schedule a call with the Client’s primary contact to discuss the implementation. The purpose of this call is to provide a Quality Assurance check on how the
implementation proceeded from start to finish. We will be ensuring our staff has met the expectations
of the Client and if there are any open items that need to be address. 34. Milestone 34 – Introduction to the Support and Services Manager
• Schedule call with Support and Services Manager, Lead Implementation Specialist and Client’s
Primary Contact to introduce the Support and Services Manager and detail the support process to the Client to ensure Client is contacting support for support related issues going forward. 35. Milestone 35 – Business Development Follow-Up
• Task for Business Development to contact Client’s Primary Contact to perform a Quality Assurance assessment of the entire process from Start to Finish.
PICO_Agreement_2024 Page 22 of 29 10/2/2024
EXHIBIT B Purchase Price Schedule
Qty UM Description Unit Price Extended Price
2 LN WeighStation Program License –
One Main Lane One Spare Lane
$5,775.00 $11,550.00
2 EA CW6 Program License (concurrent user) $525.00 $1,050.00 2 LN WeighPay Module - Client must enter into an
agreement with CloverConnect, BofA, Point &
Pay or Elavon to be used as a gateway and/or processor and provide terminals. All costs associated with CloverConnect, BofA, Point & Pay or Elavon are not included in PSLLC pricing
unless specifically noted.
$0.00 $0.00
1 FF Paradigm Distributed Messaging Module (1-5 lanes) $2,625.00 $2,625.00
1 FF Insufficient Funds/Split Payments Module $1,575.00 $1,575.00 1 FF Alerts / Rules Module $2,625.00 $2,625.00
1 FF AR and Aging Module $4,995.00 $4,995.00
1 FF Historical Data Conversion - PC Scale - Includes trucks, accounts, rates, transactions, accounting starting balances - does not include historical accounting data. ALL data must be in the same
format and layout. If different data formats or
layouts are supplied, an additional quote will be provided and must be approved prior to converting the different format(s) or layout(s).
$4,000.00 $4,000.00
1 FF Software Discount ($4,200.00) ($4,200.00)
2 EA Indoor Thermal Receipt Printer
(Serial+USB+Ethernet)
$471.15 $942.30
2 EA Case Indoor Thermal Receipt Paper (50 rolls) $131.24 $262.48 1 EA 2-port Extended Temperature Serial Server (Perle) $876.15 $876.15 40 HR Remote Install/Training – Implementation -
During normal Paradigm business hours - hours
exceeding 8 per day or after business hours work will be invoiced at time and a half / hour / specialist - Client will be invoiced for time used.
$225.00 $9,000.00
1 FF Annual Support Services Fee $4,884.00 $4,884.00
1 FF WeighPay Service Fee – Less than 3,000
WeighPay transactions per month
$6,000.00 $6,000.00
Licensing, Customization, and Implementation Total: $46,184.93* *Exclusive of any applicable taxes.
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EXHIBIT C Licensing, Customization, and Implementation Payment Schedule Percentage Due: Amount Due:
100% - Hardware Due Upon Contract Acceptance Prior to Installation $2,080.93
40% - Due Upon Contract Execution $17,641.60
30% - Due Upon Receipt of Baseline Software $13,231.20 25% - Due Upon Go-Live $11,026.00 5% - Due 30 Days After Go-Live $2,205.20 $46,184.33*
*Exclusive of any applicable taxes.
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ADDENDUM B Service Levels 1. Definitions
In this Addendum B, the words set out below will have the following meanings: • “Business Day” shall refer to 7:00 a.m.to 7:00 p.m. (Eastern Time) Monday, Tuesday, Wednesday, Thursday, and Friday, except for statutory holidays. • “Custom Hardware” means all hardware assembled or manufactured to meet Client
specifications and supplied to the Client by Paradigm pursuant to the Agreement to which this Addendum B is attached. • “Incident” means any Client query, defect, problem or error regarding the Software, Hardware, or Custom Hardware that the Client purchased or leased from Paradigm. • “Hardware” means all hardware supplied to the Client by Paradigm pursuant to the Agreement
to which this Addendum B is attached. • “Software” means all software supplied to the Client by Paradigm pursuant to the Agreement to which this Addendum B is attached. • “Statutory Holidays” – the following days are the statutory holidays that Paradigm's Offices are closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar
year by November 30th of the preceding year each year during the Term:
New Year’s Day – January 1st if it falls on a weekday, else the Monday following.
Good Friday – Friday before Easter Sunday.
Memorial Day – The last Monday in May.
Independence Day – July 4th if it falls on a weekday, else the Monday following.
Labor Day – The first Monday in September.
Thanksgiving – The fourth Thursday in November.
Christmas Day – December 25th if it falls on a weekday, else the Monday
following Christmas Day. 2. Statement of Intent
The aim of the Service Level Requirements is to provide a basis for close co-operation between
Paradigm and the Client for support services to be provided by Paradigm to the Client, thereby ensuring a timely and efficient resolution to any Incidents encountered by the Client in the use of Software. 3. Objectives of Service Level Requirements
The Client and Paradigm acknowledge and agree that the purpose of this Addendum B is: • To create an environment of co-operative relationship between Paradigm and the Client to ensure effective support for the Client’s end users. • To document the responsibilities of the Client and Paradigm with respect to the Service Level
Requirements.
• To ensure that the Client achieves the provision of high quality of service for its end users with the full support of Paradigm. • To define the services to be provided by Paradigm and the level of service, which can be expected by the Client.
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• To detail the information Paradigm requires from the Client in order for Paradigm to begin its investigations of an Incident. • To provide a common understanding of service requirements/capabilities.
4. Service Types The success of the Service Level Requirements depends fundamentally on the ability of the Client and Paradigm to communicate credible and reliable information.
First, the Client and Paradigm acknowledge and agree that it is important that there be a clear chain of communication between Paradigm and the Client. Second, the Client and Paradigm acknowledge and agree that it is important that there be a clear
matrix of responsibility between the Parties. The various service types are listed and described in this Section 4. The service types “Type 5” and “Type 6” are exclusive to Paradigm; in some instances, Clients/Partners may support Types 1-4 in part or in whole. During the provision of Standard Support Services, Paradigm is required to comply with the Client’s
protocols for remote access and software change control. 4.1 Type 1 – Help Desk and Basic Configuration Support • Respond to phone / mail / electronic communications • Provide end users with how-to guidance
• Provide Administrative users with help on basic configuration • Account setup configuration for Haulers and Jobs • Inform Client of closure of Type 1 ticket • Escalation / dispatch to Type 2 or Type 3
4.2 Type 2 – Hardware Support • Initial Hardware configuration • Initial Server Environment set-up • Diagnostic assistance
• Troubleshooting devices and network
• Repair and supply of custom hardware (provided by Paradigm per manufacturer’s warranty) • Inform Client of closure of Type 2 ticket • Escalation / dispatch to Type 2 or Type 3
4.3 Type 3 – Advanced Support • Advanced configuration settings • Diagnostics of Incidents • Problem replication
• Third-Party software integrations (provided by Paradigm)
• Inform Client of closure of Type 3 ticket • Escalation / dispatch to Type 5 4.4 Type 4 – Updates and Installations
• Provide Updates to Client for installation in Test Environment
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• Provide Updates to Client for installation in Production Environment 4.5 Type 5 – Product Development
• New features within Version or fixes requiring code changes • Interfaces to other systems • Customizations 4.6 Type 6 – Review and Refresh (Billable)
• Multi-day session on topics to be agreed with Client; may be on-site or remote • Review application configuration and hardware deployment • Demonstration of new features or options • Deliver training sessions as requested by Client • Advise on Best Practices
5. Service Level Requirements 5.1 Incident Severity Ranking Severities for all Incidents in which the Software is not operating as described in the Agreement, will
be jointly classified by the Client and Paradigm under one of the following three classifications and according to their “severity ranking” impact on core areas of the Software function listed in the table below: (1) Displaying information to Operators (2) Capturing information from site peripherals
(3) Acquiring / Storing information from the Software
Severity Ranking Identification Description
1 Emergency Complete stop or major breach of the Software or Hardware ceases Client operations for one or more users at a critical period. (Example: unable to process transactions, major failure, server shutdown, unable to start the application on multiple computers, a hardware failure that affects all operations, etc.).
2 High Major problem that disrupts operations during working hours. A work around may be available to assist the Client until the problem is resolved. Note: Issuing transaction tickets manually is not an acceptable work around; such a situation would be considered an incident with a severity ranking of “Emergency”. (Example: Application problem affecting multiple staff or core work processes, such as transaction processing, collecting charges for account
customers or rate calculations).
3 Medium Problem that impacts operations and requires resolution and has an acceptable workaround for the short term. (Example: A limited problem affecting only a few staff or minor work process but where a work around exists, such as rate settings for statutory holidays or administrative reporting).
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4 Low Minor problem or request for information from users.
(Example: Configuration settings, requests for information purposes only, etc.). 5 Wish List Suggestions for improvement, ideas or input from Clients that would be considered for future updates or upgrades to the application. 5.2 Response and Resolution Times
Severity Ranking Response time Corrective Plan Required Outcome
1 Emergency Respond immediately to the Client or contact in the
immediate hour of
receiving the incident notification
Diagnose problem and establish plan to correct failure within two (2)
hours
Return to operation within four hours
2 High Respond immediately to the Client or contact within one hour of receiving the
incident notification
Diagnose problem and establish plan to correct failure within two (2) hours
Return to operation within one (1) business day, or as agreed to by the Contractor and Client representative
3 Medium
Respond immediately
to the Client or contact within two business hours of receiving the incident
notification
Establish plan to correct
failure within twenty-four (24) hours
Return to normal operation
within two (2) business days including weekends or as agreed to by the Contractor and Client representative
4 Low
Respond immediately
to the Client or contact within one business day of receiving the incident
notification
Establish plan to correct
failure within forty-eight (48) hours
Return to normal operation
within five (5) business days or as agreed to by the Contractor and Client representative
5.3 Response Times Not Met – Required Actions To the extent of the above-mentioned table, if an Incident is not fixed within the time periods specified in the “Required Outcomes” column of the table in Section 5.2 of this Addendum B and/or would have a noticeable and negative effect on the Client’s operations, the Client can escalate and address the
problematic situation with the management team of Paradigm to agree on a plan of corrective actions. As part of Paradigm’s Service Level Monitoring, all incidents with a Severity Ranking of 1, 2, or 3
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will automatically be escalated by Paradigm to the designated Paradigm and Client management contacts.
Response Time Exceeded Client will contact Support and Services Manager to expedite response
Corrective Plan Time Exceeded Client will request Support and Services Manager to support problem diagnosis
6. Paradigm Support and Services Hours of Service Emergency Severity Incidents – Paradigm offers telephone coverage 24x7x365 for incidents with critical impact on operations, i.e. those with “Emergency” severity ranking as defined by the table in Section 5.1 of Addendum B, with response time for Emergency Incidents within one hour.
Other Incidents are worked per the following rules: • Regular Business Days – During Office Hours – Monday to Friday 7:00 a.m. to 7:00 p.m. (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days
o Telephone – Normally answered when called. Voice messages are monitored and
responded to within one (1) hour throughout the day • Regular Business Days – Outside Office Hours – Monday to Friday 7:00 p.m. to 7:00 a.m. (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days
o Telephone – Normally answered when called. Voice messages are monitored and responded to within one (1) hour the next business day • Weekends – Friday to Monday 7:00 p.m. to 7:00 a.m. (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. Voice messages are monitored and
responded to within one (1) hour the next business day • Statutory Holidays – From 7:00 p.m. on the eve of the Statutory Holiday until 7:00 a.m. the morning following the Statutory Holiday (Eastern Time) o Email / Web Ticket – Monitored and responded to within two (2) business days o Telephone – Normally answered when called. Voice messages are monitored and
responded to within one (1) hour the next business day 7. Paradigm Primary Reporting Responsibilities Paradigm proposes to review, on an annual basis, the performance of the Support and Services Division in
the delivery of services and to implement the necessary measures in the event where improvements are needed. Included in the review process shall be mutually agreed upon key performance indicators (KPIs). At a minimum, these KPIs will include:
• A list of all incidents logged with Paradigm in the reporting period including time, date, and details. • An indicator if the Service Level was met for each Incident.
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8. Client Primary Reporting Responsibilities
Client will provide a prime and secondary Contact(s) through which all reported problems encountered by the Client would be funneled for subsequent notification to Paradigm. These individuals must have a working knowledge of the software and equipment and will be responsible for managing user access, and for recording and reporting of problems.
The Client is responsible for providing services for the recording, referral and resolution of all faults encountered by end users throughout the Client’s operation. The Client will refer all problems to Paradigm in a timely manner using the outline below to describe the problems: • Date / Time Reported: • Reported by:
• Software affected: • Equipment affected: • Problem Description - examples / pictures / screen shots, as available • Serial Number of Equipment on which Problem was detected: • Statement of Impact on Client Operations:
• Other pertinent information (as appropriate): • The Client will supply Paradigm with reasonable remote electronic access to the Equipment, Software, or any computer hardware where the software and data files may reside in order that Paradigm can investigate reported problems. • To maintain ongoing Standard Support Services, the Client is responsible to ensure all Support
payments to Paradigm are current. 9. Complaints
All complaints relating to the operation of the support service by either party will be forwarded in writing
and distributed concurrently to the signatories of this document. The intent is to ensure thorough, timely and open resolution of all such problems. Such complaints may relate to the following aspects: • Expected level of support • Actual support offered and delivered
• Personnel responsible for providing or administering support
• Any other issue relating to this document or the relationship between the Client and Paradigm. 10. Other Service Level Requirements Exclusions
Services provided do not include support for system environment changes necessitated by the Client or
outside of the control of Paradigm. Examples of exclusions include, but are not limited to: • Client infrastructure equipment upgrades or re-installations (e.g. Servers, DBMS Upgrades, Network Changes, File migrations, Middleware Upgrades, etc.) • Third-Party Vendor software changes (e.g. New Versions, Interfaces, File Imports / Exports, Anti-
Virus, etc.)
Certificate Of Completion
Envelope Id: 1925384BAFE14BA994DED6ED593917AC Status: Completed
Subject: Paradigm Software, LLC | Pitkin County Contract 174.24 for Review and Signature
Source Envelope:
Document Pages: 40 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Pitkin County Procurement
AutoNav: Enabled
EnvelopeId Stamping: Disabled
Time Zone: (UTC-07:00) Mountain Time (US & Canada)
530 East Main Street
Suite 203
Aspen, CO 81611
Procurement@PitkinCounty.com
IP Address: 108.244.81.190
Record Tracking
Status: Original
10/3/2024 12:54:11 PM
Holder: Pitkin County Procurement
Procurement@PitkinCounty.com
Location: DocuSign
Signer Events Signature Timestamp
Cathy Hall
Cathy.Hall@pitkincounty.com
Solid Waste Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 65.38.144.66
Sent: 10/3/2024 12:58:19 PM
Viewed: 10/3/2024 1:00:24 PM
Signed: 10/3/2024 1:01:24 PM
Electronic Record and Signature Disclosure:
Accepted: 11/30/2020 1:11:06 PM
ID: 42cb10b4-5893-4d9d-97fa-7bc7ddf6aee6
Company Name: Pitkin County, Colorado
Jackie Barlow
Jackie.barlow@paradigmsoftware.com
President / Chief Operating Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 50.216.86.250
Sent: 10/3/2024 1:01:26 PM
Viewed: 10/3/2024 1:11:39 PM
Signed: 10/3/2024 1:13:27 PM
Electronic Record and Signature Disclosure:
Accepted: 10/3/2024 1:11:39 PM
ID: 70834f51-0572-4aca-aa02-770b3dfe9ef8
Company Name: Pitkin County, Colorado
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
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Intermediary Delivery Events Status Timestamp
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Carbon Copy Events Status Timestamp
Pitkin County Procurement
procurement@pitkincounty.com
Procurement Specialist
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 10/3/2024 1:13:28 PM
Resent: 10/3/2024 1:13:33 PM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Accounts Payable
AP@pitkincounty.com
Accounts Payable
Pitkin County
Security Level: Email, Account Authentication
(None)
Sent: 10/3/2024 1:13:29 PM
Viewed: 10/3/2024 2:17:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/3/2024 12:58:19 PM
Certified Delivered Security Checked 10/3/2024 1:11:39 PM
Signing Complete Security Checked 10/3/2024 1:13:27 PM
Completed Security Checked 10/3/2024 1:13:29 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Pitkin County (we, us or Pitkin County) may be required by law to provide
you with certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically when we send you documents for
electronic signature.
Acknowledging your Access, Intent, and Consent to Receive and Sign Materials
Electronically
To confirm that you can access this information electronically, which will be similar to other
electronic notices and disclosures that we will provide to you, please verify that you were able to
read this electronic disclosure and that you also were able to print on paper or electronically save
this page for your future reference and access or that you were able to e-mail this disclosure and
consent to an address where you will be able to print on paper or save it for your future reference
and access. Further, if you consent to receive notices and disclosures exclusively in electronic
format on the terms and conditions described above, please let us know by clicking the 'I agree'
button below.
By checking the 'I Agree' box, I confirm that:
I am establishing my intent to be bound to the transaction, and indicating that I am fully
aware of the purpose for which the signature is being provided.
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify Pitkin County as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgments, and other documents that are required to be provided or made
available to me by Pitkin County during the course of my relationship with you.
Signing Documents without a Pitkin County DocuSign Account:
Pitkin County may not require all document signers to be authorized users of the Pitkin County
DocuSign Account. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to these terms and
conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this
document. When you don't have a DocuSign account, you will be provided the opportunity to
agree to the Legal Disclosure each time you open an "envelope" for signing, at this time, you can
download and retain this disclosure. Pitkin County will forward completed documents that
you've reviewed, processed or signed via email. Should you require copies of these signed
documents (e.g., if they get deleted from your email account) you should request those
documents from Pitkin County under the Colorado Open Records Act by contacting the Pitkin
County custodian who sent you the document for signature.
Signing Documents with a Pitkin County DocuSign Account:
Electronic Record and Signature Disclosure created on: 3/20/2020 3:28:13 PM
Parties agreed to: Cathy Hall, Jackie Barlow
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper or electronic copies
At any time, you may request from us a paper or electronic copy of any record provided or made
available electronically to you by us. For such copies, as long as you are an authorized user of
the DocuSign system you will have the ability to download and print any documents we send to
you through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper or
electronic copies of any such documents from our office to you, you may be charged a per-page
fee. You may request delivery of such paper or electronic copies from us by following the
procedure described below.
Withdrawing your consent
If you are an authorized DocuSign Account holder, you can decide to receive notices and
disclosures from us electronically, you may at any time change your mind and tell us that
thereafter you want to receive required notices and disclosures only in paper format. Described
below is the process for informing us of your decision to receive future notices and disclosure in
paper format and also how to withdraw your consent to receive notices and disclosures
electronically.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign user account to receive required notices and consents electronically from us or to sign
electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgments, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Pitkin County:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to Helpdesk@provelocity.com
To advise Pitkin County of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at Helpdesk@provelocity.com and
in the body of such request you must state: your previous e-mail address, your new e-mail
address .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper or electronic copies from Pitkin County
To request delivery from us of paper or electronic copies of the notices and disclosures
previously provided by us to you electronically, you should request those documents from Pitkin
County under the Colorado Open Records Act by contacting the Pitkin County custodian who
sent you the document for signature.
To withdraw your consent with Pitkin County
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to Helpdesk@provelocity.com and in the body of such a request, you
must state your e-mail, full name, Postal Address, telephone number, and account
number.