SMCA Agreement 2025-Final Page 1 of 43
CSM CAO & IT Rev. 2024
PARADIGM SOFTWARE, L.L.C®
113 Old Padonia Road, Suite 200
Cockeysville, MD 21030
(410) 329-
1300
GOLD SUPPORT SERVICES AND LICENSING AGREEMENT
Paradigm Software, L.L.C.® ("Paradigm"), by its acceptance of this Standard Support Services and Licensing Agreement including the following signature page, the Terms and Conditions and all agrees to sell and provide, and the undersigned 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
Exhibit D: Prevailing Wage Requirements
ADDENDUM B: Service Levels
ADDENDUM C: Insurance Requirements
ATTACHMENT "B"
SMCA Agreement 2025-Final Page 2 of 43CSM CAO & IT Rev. 2024 READ, UNDERSTOOD, AND EXECUTEDon the date(s) indicated below.:CITY OF SANTA MARIA, CAPARADIGM SOFTWARE, L.L.C.®2065 East Main StreetSanta Maria, CA 93454113 Old Padonia Road, Suite 200Cockeysville, MD 21030By:___________________________SHAD S. SPRINGER, P.E., MPADirector of Utilities Date:_________________________By:________________________ JACKIE W BARLOW II President and Chief Operating OfficerDate: ______________________ATTESTBy:___________________________DONNA SCHWARTZChief Deputy City Clerk Date:_________________________APPROVED AS TO FORMBy:___________________________________________________Risk ManagerBy:___________________________City Attorney
SMCA Agreement 2025-Final Page 3 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT TERMS AND CONDITIONS 1.CHARGES, FEES, AND PAYMENT. Client shall pay the charges and annual fee for Gold 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 a maximum of 5% annually, by giving Client to the affected term. If the Client requests and 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 Gold 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 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 Gold 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.GOLD SUPPORT SERVICES. During the term of this Agreement, Paradigm will provide to Client its Gold Gold 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 SMCA Agreement 2025-Final Page 4 of 43 CSM CAO & IT Rev. 2024 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 Gold 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. Gold Support does not include the re-installation of the Software or the running of updates to the Software on the Client The re-installation of the Software or running of updates to the Software on the Clientother hardware will be billed at Paradigm-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 5:00 a.m. through 9:00 p.m. Eastern Time on Monday, Tuesday, Wednesday, Thursday, Friday, and Saturday 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. Client hereby appoints the Information Technology Division, (805) 925-0951 ext. 2451, [email protected], as the main point of contact related to Software changes and/or updates. Any changes to contact will be provided to Paradigm via email to [email protected] and [email protected] with the new contact name, title, number and email address. In addition, if Paradigm elects to include them under its Gold Support Services program and does not market them separately to Gold 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 two (2) hours of solution tuning semi-annually. Solution tuning is defined as time spent with Paradigm operation. 5.TERM AND RENEWAL. Provided payment has been made as required hereunder, Paradigm shall provide Client with Gold Support Services for a period of one (1) year. Thereafter, the term for Gold Support Services will automatically renew for successive one (1) year periods, 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 Gold 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 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, SMCA Agreement 2025-Final Page 5 of 43 CSM CAO & IT Rev. 2024 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, Clients 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. Client may terminate its obligations under this agreement at any time, with or Paradigm. 9.CONFIDENTIAL INFORMATION. strategic and development plans, financial condition, business plans, data, business records, client lists, project records, employee lists and business manuals, policies and 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. Notwithstanding the above, Paradigm acknowledges that Client is a public agency and is subject to and will comply with the California Public Records Act. 10. NO WARRANTIES. Client acknowledges that no express warranties have been made by Paradigm with respect to gold 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 Addendum. 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 SMCA Agreement 2025-Final Page 6 of 43 CSM CAO & IT Rev. 2024 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 gold 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 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. 13. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Client may not assign, sell or otherwise transfer this Agreement nor any of the rights hereunder without the prior, express written consent of Paradigm. 14. ESCROW. 14.1 Escrow Agent. Escrow AgentAgreement with Paradigm and accepted and currently holds on deposit a single copy of the source code for certain computer programs ("Source Code") that have 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 14. 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 14. Upon reasonable request, and at 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. 14.2 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 14 of Agreement Dated SMCA Agreement 2025-Final Page 7 of 43 CSM CAO & IT Rev. 2024 ______________," (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 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, 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 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. 14.3 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 Paradigmwarranties, 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 Gold 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 Gold Support Services shall remain in effect. 14.4 . As a fiduciary, conservator, receiver, or guardian of the Source Code that it receives, Escrow Agentsafekeeping. 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 SMCA Agreement 2025-Final Page 8 of 43 CSM CAO & IT Rev. 2024 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. 14.5 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 license pursuant to the Agreement. 14.6 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 (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. 14.7 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 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. 15. MISCELLANEOUS. 15.1 Complete Understanding. This Agreement, including all of its Terms and Conditions and Addenda are the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous SMCA Agreement 2025-Final Page 9 of 43 CSM CAO & IT Rev. 2024 agreements, negotiations, representations, and proposals, written and oral, relating to the subject matter hereof. Client expressly acknowledges, agrees, and represents to Paradigm that there are no understandings or agreements with respect to the subject matter hereof other than as expressly set forth in this Agreement. Client agrees that no contrary terms and conditions of any subsequent Client purchase order, no course of dealing, trade custom or usage of trade, and no warranty made during the course of performance, will apply, unless expressly agreed to by Paradigm in writing. This Agreement cannot be modified except by writing signed by the duly authorized representatives of both parties. 15.2 Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope and shall be in writing and shall be deemed duly given or made if delivered in person or sent by U.S. certified mail, return receipt requested, postage prepaid, addressed to the party for which it is intended at the address set forth in this Agreement or at any other address specified by a party in writing. 15.3 Invalidity. In the event any provision hereof shall be deemed invalid or unenforceable by any court or governmental agency, such provision shall be deemed severed from this Agreement and replaced by a valid provision which approximates as closely as possible the intent of the parties. All remaining provisions shall be afforded full force and effect. 15.4 Effective Date. This Agreement shall become effective on the date last signed by the parties. This Agreement shall be deemed to have been formed in the City of Santa Maria, State of California, U.S.A. and shall be governed by, subject to, and interpreted in accordance with, the laws of that State. The parties consent to venue in Santa Babara County, California. 15.6 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. 15.7 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. 15.8 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. 15.9 Independent Contractors. Nothing in this Agreement shall make Paradigm and Client partners, joint venturers or otherwise associated in or with the business of the other. Neither party shall be liable for any debts, accounts, obligations or other liabilities of the other or their SMCA Agreement 2025-Final Page 10 of 43 CSM CAO & IT Rev. 2024 agents or employees. Neither is authorized to incur debts or obligations on the part of the other except as specifically authorized in writing. 15.10 Counterparts. This Agreement may be executed in more than one counterparts, each of which shall be deemed an original and all of which shall constitute one in the same instrument. Copies of this Agreement shall have the same force and effect as an original, and each of the Parties hereto expressly waives any right to assert that such copies fail to comply with the "Best Evidence" rule or any equivalent rule of law or evidence of any jurisdiction.
SMCA Agreement 2025-Final Page 11 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM A System Implementation Paradigm Software, L.L.C.® ("Paradigm"), by its acceptance of the Gold 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. shipment of Hardware shall be made on or about the date that Client completes the above training. 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. 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 City. Client shall pay or reimburse Paradigm for all costs of Hardware, shipping, rigging, transportation, and insurance which shall be invoiced to Client in accordance with the above provisions. 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 payment obligations for all Hardware and Software are fully discharged. Client hereby appoints SMCA Agreement 2025-Final Page 12 of 43 CSM CAO & IT Rev. 2024 Paradigm as its attorney-in-fact for the purpose of executing and filing financing statements to perfect its security interest, and Paradigm shall, at the request of 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 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 after expiration of the initial 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 SMCA Agreement 2025-Final Page 13 of 43 CSM CAO & IT Rev. 2024 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 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. As of the date hereof, Paradigm represents and warrants that there are no legal or other proceedings pending or outstanding, or to the best knowledge of Paradigm, threatened against or involving Paradigm or the Software. 10. LIMITED WARRANTY. Paradigm does not warrant that the Software or the Documentation is free of errors or defects or that it meets 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 site, including updates, when operated as recommended. Paradigm will design and SMCA Agreement 2025-Final Page 14 of 43 CSM CAO & IT Rev. 2024 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 sole and exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of this limited warranty. This limited warranty is contingent upon written notice in compliance with Paradigm(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 preceding 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 Paradigm makes no warranty that the software will be error-free.
SMCA Agreement 2025-Final Page 15 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT A Scope of Work (Implementation Milestones) General This Exhibit A 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® CW6parties 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. Paradigmthe Software and Services consistent with the Agreement including the Implementation Plan, with specific timelines, the Milestones and all Paradigm This Implementation Plan will be reviewed, modified, and accepted by both parties. Paradigm (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. (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)v or through conference calls or such other means as may be mutually agreed upon. (g) Working with the 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 ParadigmClient.
SMCA Agreement 2025-Final Page 16 of 43 CSM CAO & IT Rev. 2024 The Project Manager will be responsible for: (a) Ensuring the mutually agreed project management communication methodology is followed. (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 Paradigmrequest (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 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) Project Manager: The Project Manager(s) will be the focal point of decision-making and communications between Paradigm and the Client. (2) Project Team: Under the direction of the Client Project Manager, will perform the tasks described in these Implementation Milestones and the Agreement. (3) ParadigmManager: The ParadigmManager is responsible for the Milestones and will ensure overall Client satisfaction for the Project.
SMCA Agreement 2025-Final Page 17 of 43 CSM CAO & IT Rev. 2024 (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. 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 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) Collect account information to support the following account types and activities: i. Cash ii. Charge accounts iii. Check iv. Invoicing v. Process payments vi. Credit Cards (via WeighPay module ) (i) Provide Reporting capabilities including: i. Operational reporting ii. Management reporting (j) Retrieve information to plan new programs and improve productivity in facility operations. (k) Implement the requirements identified in the Agreements. (l) Ad-hoc reporting. (m) 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 SMCA Agreement 2025-Final Page 18 of 43 CSM CAO & IT Rev. 2024 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. 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 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 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) 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 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 users of WeighStation® CW6 and 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 database. (3) Review, comment and if acceptable, approve the hardware specifications.
SMCA Agreement 2025-Final Page 19 of 43 CSM CAO & IT Rev. 2024 (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. 4. Milestone 4 Intentionally Deleted / 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 Intentionally Deleted / Not Applicable SMCA Agreement 2025-Final Page 20 of 43 CSM CAO & IT Rev. 2024
10. Milestone 10 Initial Data Load of Setup Tables Partial Data Conversion Paradigm will analyze current data and create specification for programmers to convert the critical setup tables. A few examples of critical setup tables would be Materials, Origins, Destination, etc. 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 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. (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 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.
SMCA Agreement 2025-Final Page 21 of 43 CSM CAO & IT Rev. 2024 o Allows 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) requirements, and in accordance with Paradigm (4) Preliminary training of users. The testing period will include: (a) Collect the required information on all loads entering and leaving the facility. i. Correction of all errors or failures in hardware, software, configuration, customization, interfaces, or conversion. ii. Modifications to required Documentation. 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 review and consideration. (5) Install WeighStation® CW6 on the Test Environment. (6) Configure and customize the WeighStation® CW6 to meet the requirements of the Agreement. (7) Test WeighStation® CW6 on the Test Environment.
SMCA Agreement 2025-Final Page 22 of 43 CSM CAO & IT Rev. 2024 (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 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. 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 Distributed Configuration 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 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.
SMCA Agreement 2025-Final Page 23 of 43 CSM CAO & IT Rev. 2024 o If the devices are network devices, ensure the 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. 24. Milestone 24 Posting Client will provide export file requirements to post to third-party accounting package (Workday/Teller). Paradigm will develop custom export to third-party accounting package (Workday/Teller) per requirements. 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 SMCA Agreement 2025-Final Page 24 of 43 CSM CAO & IT Rev. 2024 Paradigm to configure and setup the Universal Service and scheduling PDTask6 to perform routinely scheduled maintenance and backups of the database. If 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 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 CustomFreeUnits Trans 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 -Live. (Please note that if there are multiple sites/instances of the software/database, these steps will need to occur for each instance.) 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.
SMCA Agreement 2025-Final Page 25 of 43 CSM CAO & IT Rev. 2024 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 ParadigmImplementation Manager will schedule a call with the 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 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 Primary Contact to perform a Quality Assurance assessment of the entire process from Start to Finish.
SMCA Agreement 2025-Final Page 26 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT B Purchase Price Schedule Qty UM Description Unit Price Extended Price 6.00 LN WeighStation Program License Two (2) Landfill Primary Scalehouse Attended Lanes Two (2) Landfill Primary Scalehouse Unattended Lanes One (1) HHWCF One (1) Landfill Secondary Scale House Lane $5,775.00 $34,650.00 4.00 EA CW6 Program License (concurrent user) - (Office users) $525.00 $2,100.00 2.00 LN Unattended Module - (For two landfill unattended lanes) $1,575.00 $3,150.00 2.00 LN RF Module - (For two landfill unattended lanes) $1,575.00 $3,150.00 2.00 LN WeighPay Module - (For landfill attended lanes Client must enter into an agreement with Bank of America Payment Fusion, to be used as a gateway and/or processor and provide terminals. All costs associated with Bank of America Payment Fusion are not included in Paradigm pricing unless specifically noted.) $0.00 $0.00 1.00 FF Paradigm Distributed Messaging (PDM) Module (6-10 lanes) $5,250.00 $5,250.00 1.00 FF Insufficient Funds/Split Payments Module $1,575.00 $1,575.00 1.00 FF Alerts / Rules Module $2,625.00 $2,625.00 4.00 LN Video/Picture Module- (Two landfill attended lanes [one inbound and one outbound] and two unattended inbound lanes) $1,575.00 $6,300.00 2.00 LN - (For landfill attended lanes) $1,575.00 $3,150.00 1.00 FF Export to Third Party Accounting Package (Transactional) - (Base amount for transactional export to third party accounting. Changes to specifications or requirements may change this fee.) $3,000.00 $3,000.00 1.00 FF Custom Free Units Module $2,625.00 $2,625.00 5.00 LN Scale Monitoring Module $1,575.00 $7,875.00 SMCA Agreement 2025-Final Page 27 of 43 CSM CAO & IT Rev. 2024
1.00 FF Software Discount ($4,200.00) ($4,200.00) 2.00 EA 4-port Extended Temperature Serial Server (Perle) - (Inside of Scale House for scale connections. This will allow for all scales to be on the network. Weight can be obtained from scale on any computer.) $1,246.05 $2,492.10 2.00 EA Barcode Scanner - Wired - (For attended lanes inside scalehouse. USB or Serial, Standard Range. Includes cradle and cable.) $598.69 $1,197.38 2.00 EA Indoor Thermal Receipt Printer (Serial+USB+Ethernet) - (For indoor and outbound attended lanes) $461.36 $922.72 1.00 EA Case Indoor Thermal Receipt Paper (50 rolls) $131.24 $131.24 3.00 EA Kiosk - Stainless Steel - 30x24x12 - (To replace current kiosks - NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $8,011.98 $24,035.94 3.00 EA Touch Screen Industrial PC (Abraxsys) (Affixed to new kiosks - 15" Ultra-Rugged IP66 (NEMA 4X) Sunlight Readable Panel Mount Computer (Panel PC) with Hardened Armored Resistive Touch Screen) $5,247.36 $15,742.08 3.00 EA Intercom Sub-Station with Horn (IP) - (Affixed to new kiosk - This is the remote Sub-Station and Horn. Client must provide POE switch.) $1,253.19 $3,759.57 1.00 EA Intercom Master (IP) - (Inside of Scale House for communication with new kiosks - This is the Master Station and Transformer. Client must provide POE switch.) $1,870.64 $1,870.64 3.00 EA Network Switch - (Inside of new kiosks) $96.23 $288.69 3.00 EA Kiosk Thermal Receipt Printer - (Inside of new kiosks) $850.00 $2,550.00 3.00 EA RF Reader - (Inbound unattended lanes) $5,400.00 $16,200.00 3.00 EA RF Junction Box - (Power to RF Reader) $600.00 $1,800.00 3.00 EA 2-port Serial Server (Perle)-(Housed in each junction box) $876.15 $2,628.45 SMCA Agreement 2025-Final Page 28 of 43 CSM CAO & IT Rev. 2024
30.00EA RF Window Tag - (eGo Plus Micro Mini Sticker Tag) $19.70 $591.00 2.00 EA Case Kiosk Thermal Receipt Paper (8 Rolls) $172.27 $344.54 1.00 EA POE Network Switch - (Scale House and Security Switch PoE+ (370 W) D3110 M3068 W400; Camera Station S1216 S1296 24 x 10/100/1000 (PoE+) + 2 x combo Gigabit SFP for AXIS A1610 M3067 P1455 S1232) $1,456.00 $1,456.00 2.00 EA Camera (Dome) - (AXIS M4328-P IS AN ULTRA-COMPACT, INDOOR FIXED MINI DOME NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $802.00 $1,604.00 9.00 EA Camera (Dome) - (P3737-PLE PANORAMIC 4X 5MP 20FPS, OUTDOOR 360 IR ILLUM. IP66/67 H.264 & H.265 NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $1,949.60 $17,546.40 9.00 EA Camera Mounting Accessories - (Outdoor Axis Camera Pole Mount NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $125.07 $1,125.63 9.00 EA Camera Mounting Accessories - (Outdoor Axis Camera Pendant Kit NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $113.60 $1,022.40 10.00EA Camera (Optical Zoom) - (P1455-LE COMPACT, OUT-READY BULLET, HDTV 1080P NEMA 4X, IP66/67 IR 40M/131FT, 9MM 10 Scalehouse NOTE: Client will be responsible for all wiring, electrical, $744.72 $7,447.20 SMCA Agreement 2025-Final Page 29 of 43 CSM CAO & IT Rev. 2024 trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) 10.00EA Camera Mounting Accessories - (Outdoor Axis Camera Pole Mount 10 - Scalehouse NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $102.12 $1,021.20 10.00EA Camera Mounting Accessories - (Outdoor Axis Camera Weather Shield 10 - Scalehouse NOTE: Client will be responsible for all wiring, electrical, trenching, conduit, bollards and mounting unless otherwise noted in this quote. Paradigm will configure the hardware to work with the software.) $44.75 $447.50 2.00 DY On-Site Project Management Implementation - (One Specialist - Business Process Evaluation - 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.) $5,025.00 $10,050.00 3.00 DY On-Site Training - Implementation - (One Specialist - Training - 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.) $4,083.33 $12,249.99 80.00HR 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.) $210.00 $16,800.00 10.00HR Remote Installation - Implementation (after hours) - (After normal Paradigm business hours or more than 8 hours in a day - Client will be invoiced for time used.) $315.00 $3,150.00 1.00 FF On-Site Installation Implementation (Contractor $15,000.00 $15,000.00 SMCA Agreement 2025-Final Page 30 of 43 CSM CAO & IT Rev. 2024 Hardware - Kiosk - This line items assumes necessary conduit, wiring, and poles are in place to receive Paradigm provided kiosk. Paradigm is open to using a city approved/preferred contractor.) 1.00 FF On-Site Installation Implementation - (Contractor Hardware - Camera - This line items assumes necessary conduit, wiring, and poles are in place to receive Paradigm provided hardware. Paradigm is open to using a city approved/preferred contractor.) $20,000.00 $20,000.00 Licensing, Customization, and Implementation Total: $254,724.67* *Exclusive of any applicable taxes.
SMCA Agreement 2025-Final Page 31 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT C Licensing, Customization, and Implementation Payment Schedule Percentage Due: Amount Due: 100% - Hardware - Due Upon Contract Acceptance Prior to Installation $106,224.68 25% - Software/Services Due Upon Contract Execution $37,125.00 25% - Software/Services Due Upon Receipt of Baseline Software $37,125.00 25% - Software/Services Due Upon Go-Live $37,125.00 25% - Software/Services Due 30 Days After Go-Live $37,125.00 $254,724.67* Annual Support Services Payment Schedule Percentage Due: Amount Due: 100% - Due 90 Days After Go-Live Annual Gold Support $18,862.50* 100% - Due Upon Go-Live WeighPay Service Fee Less than 10,000 transactions per month $18,000.00* $36,862.50* *Exclusive of any applicable taxes.
SMCA Agreement 2025-Final Page 32 of 43 CSM CAO & IT Rev. 2024 PREVAILING WAGE REQUIREMENTS EXHIBIT D Prevailing wage requirements for maintenance work, design and preconstruction phases of construction, and installations. The terms of this Agreement apply to all public works projects for over $1,000. For purposes of this Exhibit, of a type defined in California Labor Code section 1720 when paid for in whole or in part by public funds. These projects include construction, alteration, demolition, installation, or repair work done under contract. For purposes of this definition, "construction" includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the postconstruction phases of construction, including, but not limited to, all cleanup work at the jobsite. For purposes of this definition, "installation" includes, but is not limited to, the assembly and disassembly of freestanding and affixed modular office systems. Pursuant to California Labor Code sections 1720 and 1771, construction, alteration, demolition, installation, repair and maintenance work performed under this Agreement is subject to State prevailing wage laws. State prevailing wage laws require certain provisions be included in all contracts for public works. The Contractor and any subcontractors shall comply with all applicable State prevailing wage laws, whether included in this agreement or inadvertently omitted, including but not limited to the requirements listed below: 1. Compliance with Prevailing Wage Requirements. Pursuant to California Labor Code sections 1720 through 1861, the Contractor and all subcontractors shall ensure that all workers who perform work under this Agreement are paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations (DIR). This includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including but not limited to inspection and land surveying work, regardless of whether any further construction work is conducted, and work performed during the post-construction phases of construction, including but not limited to all cleanup work at the jobsite. 1.1. Copies of such prevailing rate of per diem wages are on file at the City Public Works Department and are available for inspection to any interested party on request. Copies of the prevailing rate of per diem wages also may be found at http://www.dir.ca.gov/OPRL/DPreWage Determination.htm. The Contractor and all subcontractors shall post a copy of the prevailing rate of per diem wages determination at each job site and shall make them available to any interested party upon request. 1.2. The wage rates determined by the DIR refer to expiration dates. If the published wage rate does not refer to a predetermined wage rate to be paid after the expiration date, then the published rate of wage shall be in effect for the life of this Agreement. If the published wage rate refers to a predetermined wage rate to become effective upon expiration of the published wage rate and SMCA Agreement 2025-Final Page 33 of 43 CSM CAO & IT Rev. 2024 the predetermined wage rate is on file with the DIR, such predetermined wage rate shall become effective on the date following the expiration date and shall apply to this Agreement in the same manner as if it had been published in said publication. If the predetermined wage rate refers to one or more additional expiration dates with additional predetermined wage rates, which expiration dates occur during the life of this Agreement, each successive predetermined wage rate shall apply to this Agreement on the date following the expiration date of the previous wage rate. If the last of such predetermined wage rates expires during the life of this Agreement, such wage rate shall apply to the balance of the Agreement. 2. Penalties for Violations. The Contractor and all subcontractors shall comply with California Labor Code section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under California Labor Code sections 1720 through 1861. 3.Payroll Records. The Contractor and all subcontractors shall comply with California Labor Code section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. The Contractor shall require all subcontractors to also comply with section 1776. The Contractor and all subcontractors shall furnish records specified in section 1776 on a monthly basis, both to the City and directly to the Labor Commissioner in the manner required by California Labor Code section 1771.4. The Contractor shall ensure its subcontractors prepare and submit payroll records to the City and the DIR as required by this section. The City may require the Contractor and its subcontractors to prepare and submit records specified in section 1776 to the City and the Labor Commissioner on a weekly basis, at no additional cost to the City. 4. Apprentices. The Contractor and all subcontractors shall comply with California Labor Code sections 1777.5, 1777.6 and 1777.7 concerning the employment and wages of apprentices. The Contractor is responsible for compliance with this section for all apprenticeable occupations pursuant to California Labor Code section 1777.5(n). 5. Working Hours. The Contractor and all subcontractors shall comply with California Labor Code sections 1810 through 1815, including but not limited to: (i) restrict working hours on public works contracts to eight hours a day and forty hours a week, unless all hours worked in excess of 8 hours per day are compensated at not less than 1½ times the basic rate of pay; and (ii) specify penalties to be imposed on contractors and subcontractors of $25 per worker per day for each day the worker works more than 8 hours per day and 40 hours per week in violation of California Labor Code sections 1810 through 1815. 6. Required Provisions for Subcontracts. The Contractor shall include, at a minimum, a copy of the following provisions in any contract they enter into with a subcontractor: California Labor Code sections 1771, 1771.1, 1775, 1776, 1777.5, 1810, 1813, 1815, 1860 and 1861. 7. Labor Code Section 1861 Certification. In accordance with California Labor Code section 3700, the Contractor is required to secure the payment of compensation of its employees. By signing the Agreement, to which this is an exhibit, the Contractor certifies that:
SMCA Agreement 2025-Final Page 34 of 43 CSM CAO & IT Rev. 2024 am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the 8. Compliance Monitoring and Enforcement. This project is subject to compliance monitoring and enforcement by the DIR. The City must withhold contract payments from the Contractor as directed by the DIR, pursuant to California Labor Code section 1727. 9. Contractor and Subcontractor Registration Requirements. The Contractor and all subcontractors shall not engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5 Contractor certifies that the Contractor has verified that all Contractor and all subcontractors (if any approved by City) used on this project are registered with the DIR in compliance with California Labor Code sections 1771.1 and 1725.5. The Contractor shall provide proof of registration for themselves and all listed subcontractors to the City at the time of signature of 10. Stop Order. Where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of California Labor Code sections 1725.5 or 1771.1, the Labor Commissioner must issue and serve a stop order prohibiting the use of the unregistered contractor or subcontractor on ALL public works until the unregistered contractor or subcontractor is registered. Failure to observe a stop order is a misdemeanor.
SMCA Agreement 2025-Final Page 35 of 43 CSM CAO & IT Rev. 2024 GOLD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM B Service Levels 1. Definitions In this Addendum B, the words set out below will have the following meanings: Business Day2:00 a.m. to 6:00 p.m. (Pacific Time) Monday, Tuesday, Wednesday, Thursday, Friday, and Saturday 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. IncidentClient query, defect, problem or error regarding the Software, Hardware, or Custom Hardware that the Client purchased or leased from Paradigm. HardwareClient by Paradigm pursuant to the Agreement to which this Addendum B is attached. SoftwareClient by Paradigm pursuant to the Agreement to which this Addendum B is attached. 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: o January 1st if it falls on a weekday, else the Monday following. o Good Friday Friday before Easter Sunday. o Memorial Day The last Monday in May. o Independence Day July 4th if it falls on a weekday, else the Monday following. o Labor Day The first Monday in September. o Thanksgiving The fourth Thursday in November. o 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 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.
SMCA Agreement 2025-Final Page 36 of 43 CSM CAO & IT Rev. 2024 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 Paradigm; in some instances, Clients/Partners may support Types 1-4 in part or in whole. During the provision of Gold Support Services, Paradigm is required to comply with the 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 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 SMCA Agreement 2025-Final Page 37 of 43 CSM CAO & IT Rev. 2024
4.4 Type 4 Updates and Installations Provide Updates to Client for installation in Test Environment 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 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 (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 SMCA Agreement 2025-Final Page 38 of 43 CSM CAO & IT Rev. 2024 but where a work around exists, such as rate settings for statutory holidays or administrative reporting). 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 or as agreed upon by both parties, provided that the Client has supplied Paradigm with the requested SMCA Agreement 2025-Final Page 39 of 43 CSM CAO & IT Rev. 2024 information pertaining to the Incident for a fix to be implemented and/or would have a noticeable and negative effect on the operations, the Client can escalate and address the problematic situation with the management team of Paradigm to agree on a plan of corrective actions. If the plan of corrective actions is not met as agreed upon, Paradigm agrees to apply a 10% discount to As part of Paradigmincidents with a Severity Ranking of 1, 2, or 3 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., 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 4:00 a.m. to 4:00 p.m. (Pacific 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 4:00 p.m. to 4:00 a.m. (Pacific 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 4:00 p.m. to 4:00 a.m. (Pacific 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 4:00 p.m. on the eve of the Statutory Holiday until 4:00 a.m. the morning following the Statutory Holiday (Pacific 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.
SMCA Agreement 2025-Final Page 40 of 43 CSM CAO & IT Rev. 2024 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. 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 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.) SMCA Agreement 2025-Final Page 41 of 43 CSM CAO & IT Rev. 2024 ADDENDUM C Insurance Requirements 1) Minimum Scope of Insurance a) Coverage shall be at least as broad as: i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury. ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); or if Paradigm has no owned autos, covering hired (Code 8) and non-owned autos (Code 9). iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. iv) Errors and Omissions liability insurance appropriate to profession. v) Parties agree this insurance is not required for the work being performed. vi) Cyber Liability insurance as applicable to the work being performed and appropriate to profession. Such coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 2) Minimum Limits of Insurance a) shall maintain limits no less than: i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Errors and Omissions Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate. vi) Contractors Pollution Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate. Parties agree this insurance is not required for the work being performed. vii) Cyber Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate.
SMCA Agreement 2025-Final Page 42 of 43 CSM CAO & IT Rev. 2024 3) Self-insured Retentions Self-insured retentions must be declared to and approved by City. City may require to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention. 4) Other Insurance Provisions a) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: i) The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of Paradigm including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used). ii) For any claims related to this project, 's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) hereby grants to City a waiver of any right to subrogation which any insurer of may acquire against City by virtue of the payment of any loss under such insurance. agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. v) If any of the required policies provide claims-made coverage: (1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, must of work. 5) Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
SMCA Agreement 2025-Final Page 43 of 43 CSM CAO & IT Rev. 2024 6) Verification of Coverage a) shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time. 7) Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.