HomeMy WebLinkAboutAgreements/Contracts - Public WorksK25-274 f P'
GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: PUBLIC WORKS
REQUEST SUBMITTED BY:Victoria Seim
CONTACT PERSON ATTENDING ROUNDTABLE: JOi1Cl BI'ISS@y
CONFIDENTIAL INFORMATION: ❑YES X NO
DATE: 1 2.04'.2025
PHONE:509-754-6082
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®Agreement / Contract
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El Employee Rel.
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❑WSLCB
61 0, " 21-C Off- - N -� �27-; 1 HIM M 0
Agreement between Grant County and Paradigm Software, LLC, for Paradigm to
provide to Grant County the services and software listed in Exhibit A for one year,
for the amount of $10,942.62, after which Grant County can continue the contract or
If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A
DATE OF ACTION: 102-9-Z) DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
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PARADIGM SOFTWARE, L. L. C. 8
113 Old Padonia Road, Suite 200
Cockeysville, MD 21030
(410) 329-1300
BRONZE SUPPORT SERVICES AND LICENSING AGREEMENT
Paradigm Software, L.L.C.0 ("Paradigm"), by its acceptance of this Bronze Support Services and
Licensing Agreement including the following signature page, the Terms and Conditions and all applicable
Addenda, Exhibits and Schedules identified herein below (collectively, this "Agreement") agrees to sell
and provide, and the undersigned client ("Client") agrees to purchase and accept, the licenses and modules
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 and as listed in Exhibit A.
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.
0 Terms and Conditions
ADDENDUM A: System Implementation Addendum
Exhibit A: . License and Module Schedule
Exhibit B: Annual Support and Services Payment Schedule
® ADDENDUM B: Service Levels
GRWkAgreement-2025 Page I of 20
11/18/2025
READ, UNDERSTOOD AND EXECUTED on the date(s) indicated below.
Client:
Accepted by:
GRANT COUNTY SOLID WASTE, WA PARADIGM SOFTWARE, L.L.C.°
P. O. Box 37
Ephrata, WA 98823
r�
By:
Rob Jones,
(Type or Print Name)
Chair
(Title)
Date: /Q. y'• 0.5--
Approved as to form:
By:
(Type or Print Name)
(Title)
Date:
GRWA_Agreement_2025
11/18/2025
113 Old Padonia Road, Suite 200
Cockeysville, MD 21030
B :.1,4" 6A)
y 9"tA4r'-'-0
Jackie W Barlow II
President and Chief Operating Officer
Date: 11/26/2025
Page 2 of 20
TERMS AND CONDITIONS
1. CHARGES, FEES, AND PAYMENT. Client shall pay the charges and annual fee for Bronze
Support Services as specified in Exhibit A 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 monthly late charge of one and one-half percent (1 1/2%) of the amount not
paid within thirty (30) days of the date of invoice. At its sole discretion, Paradigm may increase
its charges for support and services by giving Client at least ninety (90) days' notice prior to the
affected term. If Paradigm provides services not expressly agreed to in this Agreement or in its
Addenda, Client will be charged and agrees to pay for them at Paradigm's then -applicable rates.
Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes,
and Client agrees to pay any such tax Paradigm may be required to collect or pay (including interest
and penalties imposed by any governmental authority) which are imposed upon the sale or delivery
of goods, licensed software, or services rendered hereunder. Exemption from such taxes, if any,
shall be the responsibility of Client to pursue.
2. CLIENT RESPONSIBILITIES. Client agrees to test, and if operable, accept and use updates,
amendments and alterations to the Software furnished to Client hereunder and to provide, install
and maintain, at no cost to Paradigm, for the duration of this Agreement, an adequate connection
for remote support approved by Paradigm. Client shall allow Paradigm access to the Software via
this connection for the purpose of providing Bronze Support Services. Administrative access to
the Software will be required for implementation, and during the Support and Services period. The
Software will be required to have specific access to "*.paradigmsoftware.com" and TCP port 443.
To effectively troubleshoot any issues that may occur with your system, we require access to logs
and other relevant troubleshooting resources. These resources are necessary for us to identify the
root cause of the problem and develop an appropriate solution.
3. COVERAGE. The Software eligible for Bronze Support Services (as defined below) are
WeighStationO 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. BRONZE SUPPORT SERVICES. During the term of this Agreement, Paradigm will provide to
Client its Bronze Support Services described in this paragraph (the "Bronze Support
Services"). Subject to the license granted to Client in the Software, Paradigm will provide
technical services to design, code, check out and deliver amendments or alterations to the Software
necessary to correct or solve any programming error attributable to Paradigm which caused the
Software not to perform substantially as described in the current, standard editions of manuals
delivered to Client by Paradigm describing the use of the Software (the "Documentation"). Such
Bronze 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. Bronze Support does not include the re -installation of the Software or the running of updates
GRWA — Agreement-2025 Page 3 of 20
11/18/2025
to the Software on the Client's workstations, servers, or other hardware. The re -installation of the
Software or running of updates to the Software on the Client's workstations, servers or other
hardware will be billed at Paradigm's then -applicable rates, and in accordance with Addendum
B. Paradigm will also provide reasonable telephone consultation in the use and operation of the
Software during the hours of 7:00 a.m. through 7:00 p.m. Eastern Time on weekdays, except
Paradigm holidays. Such consultation will be available only to one contact or alternate, designated
by Client in advance in writing from time to time. In addition, if Paradigm elects to include
additional features under its Bronze Support Services program and does not market them
separately to Bronze Support Services clients generally, Paradigm will deliver updates of the
Software to Client on a semi-annual basis, without any charge other than as specified in this
Agreement. Paradigm and Client will install the updates of the Software semi-annually in a test
environment ("Test Environment") and a production environment ("Production Environment")
during the time periods agreed upon by Paradigm and the Client. The Test Environment will
include up to one (1) Main Server, one (1) Site Server, and one (1) Client Machines to be performed
during Paradigm's normal business hours. The Production Environment will include up to one (1)
Main Server, one (1) Site Servers, and two (2) scale workstations to be performed after Paradigm's
normal business hours. It will be the sole responsibility of the Client to test the update and provide
sign -off prior to installation in the Production Environment. Client may receive up to one (1) hour
of solution tuning annually. Solution tuning is defined as time spent with Paradigm staff to discuss
the Client's configuration and recommend modifications to better the Client's operation.
5. TERM AND RENEWAL. Provided payment has been made as required hereunder, Paradigm shall
provide Client with Bronze Support Services for a period of one (1) year. Thereafter, the term for
Bronze 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
thirty (30) 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 Bronze Support Services, together with all costs incurred in connection therewith.
Investigation and research for Client identified conditions determined by Paradigm not to be
attributed to Paradigm programming errors shall be billed to Client as such other services.
7. PROPRIETARY RIGHTS. Any programs, works, manuals, changes, additions, alterations,
amendments or enhancements in the form of new or partial programs, Software, Source Code or
Documentation ("IP") as may be provided by Paradigm under this Agreement, and all copies
thereof, shall be and remain the sole and exclusive property of Paradigm and shall be available for
use by Client under and subject to the license granted in this Agreement and Addendum A hereto.
As between the parties, Paradigm retains all right, title, and interest in and to the IP, including, but
not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no
such rights are conveyed to Client by virtue of any portion of this Agreement.
8. TERMINATION. Paradigm may terminate this Agreement upon the failure of Client to perform
or observe any covenant or obligation set forth herein, including, but not limited to, Client's failure
to pay fees and charges, provided Paradigm has given Client thirty (30) days prior written notice
of the failure, and Client has failed to cure such failure within such time. Upon termination, the
Client shall cease using the Software and shall return to Paradigm, or, at Paradigm's option,
destroy, the original and all copies of the Software, the Documentation and any other materials
GRWA_Agreement_2025 Page 4 of 20
11/18/2025
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 without cause, upon providing thirty (30)
days' written notice to Paradigm.
9. CONFIDENTIAL INFORMATION. "Confidential Information" shall mean this Agreement,
all strategic and development plans, financial condition, business plans, data, business
records, client lists, project records, employee lists and business manuals, policies and
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.
Compliance with the Washington State Public Records Act, RCW 42.56, will not violate any
provision of this Agreement. Client agrees to provide Paradigm with Third Party Notice where
legally permissible subject to the provisions of WAC 44-14-04003 (12).
10. NO WARRANTIES. CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES
HAVE BEEN MADE BY PARADIGM WITH RESPECT TO STANDARD SUPPORT
SERVICES OR SOFTWARE DELIVERED HEREUNDER. PARADIGM DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY,
IF ANY, AVAILABLE FOR THE SOFTWARE IS AS SET FORTH IN THE SYSTEM
IMPLEMENTATION 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 CONTRARY CONTAINED HEREIN,
PARADIGM'S MONETARY LIABILITY FOR (A) ANY CAUSE UNDER OR RELATING TO
SUPPORT SERVICES SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS
PAID TO PARADIGM BY CLIENT FOR STANDARD SUPPORT SERVICES DURING THE
ONE (1) YEAR PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE AND
(B) ANY CAUSE UNDER OR RELATING TO LICENSING AND SYSTEM
IMPLEMENTATION SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS
PAID TO PARADIGM BY CLIENT FOR SOFTWARE LICENSE FEES.
GRWA_Agreement_2025 Page 5 of 20
11/18/2025
12. BENEFIT OF THE BARGAIN. CLIENT UNDERSTANDS THAT THE FEES CHARGED BY
PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED
BY THE LIMITED WARRANTY IN ADDENDUM A. THE EXCLUSIVE REMEDY FOR
BREACH OF THAT LIMITED WARRANTY, AND THE LIMITATIONS OF LIABILITY AND
DAMAGES ALL OF WHICH ARE SET FORTH IN THESE TERMS AND CONDITIONS. BY
SIGNING THIS AGREEMENT, CLIENT ACCEPTS THESE TERMS AND AFFIRMS ITS
UNDERSTANDING THAT ANY CHANGE TO THESE ALLOCATIONS OF RISK WOULD
AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS AGREEMENT.
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. Safe Secure Escrow, LLC (the "Escrow Agent") has entered into an
Agreement with Paradigm and accepted and currently holds on deposit a single copy of the source
code for the WeighStation° CW6 computer program ("Source Code") that has been licensed to
Client pursuant to the Agreement. Paradigm shall deposit an updated copy of the Source Code
monthly of such updates, and each updated copy shall upon deposit be deemed the Source Code
under the Agreement. The copy of the Source Code held by Escrow Agent shall be and remain the
exclusive property of Paradigm, and Escrow Agent will hold the Source Code as specifically
provided in this Section 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 Client's cost, Client
may examine the copy of the Source Code to verify compliance with the terms hereof. Such
examination shall be conducted on a computer to 'be made available by Paradigm at its premises
in Cockeysville, Maryland.
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 9" (ii) specify the Release
Condition with reference to the applicable subsection of this Agreement; (iii) identify (by
application name, version number and release date, and any other pertinent information) the
computer programs for which Source Code is on deposit and which Client desires to have released;
and (iv) be given within sixty (60) days of Client's knowledge of the happening of the applicable
GRWA_Agreement 2025 Page 6 of 20
11/18/2025
Release Condition. Upon receipt of the Notice, Escrow Agent shall send a copy to Paradigm by
commercial form guaranteed delivery, including encrypted retrieval ("Secure Delivery"). If
Paradigm denies or disputes an alleged Release Condition, Paradigm shall, within sixty (60) days
after the receipt of the copy of the Notice from Escrow Agent, deliver to the Escrow Agent a
statement (the "Statement") identifying its dispute. Escrow Agent shall send a copy of the
Statement to Client by Secure Delivery, and Escrow Agent shall continue to hold the Source Code
in accordance with this Agreement. If Escrow Agent does not receive the Statement within the
applicable time period, then Escrow Agent is authorized and directed to deliver a copy of the
applicable Source Code to Client. Upon delivery to Client under any circumstances, the Source
Code shall become a part of the licensed software and shall be subj ect 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 Paradigm's
warranties, and all of Paradigm's software support obligations under the Agreement and all other
agreements between Paradigm and Client. In the event a copy of the Source Code is provided to
the Client, Paradigm shall retain all right, title and interest in and to the IP as provided by Section
7 of this Bronze 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 Bronze Support
Services shall remain in effect.
14.4 Limitation on Escrow Agent's LiabilitX. As a fiduciary, conservator, receiver, or guardian
of the Source Code that it receives, Escrow Agent's obligation is solely one of safekeeping. Escrow
Agent shall not be obligated or required to examine or inspect the Source Code. The Escrow Agent
cannot and does not warrant the content of the Source Code that it receives from Paradigm,
regardless of the media used to transmit it. Escrow Agent's obligation for safekeeping shall be
limited to providing the same degree of care for the Source Code as it maintains for its valuable
documents and those of its other clients at the same location. However, Escrow Agent nor
Paradigm. shall not be responsible for any loss or damage to the Source Code due to a computer or
hardware crash, malfunction, or changes in atmospheric conditions (including, but not limited to,
failure of the air conditioning system), unless such changes are proximately caused by the gross.
negligence or malfeasance of Escrow Agent. Escrow Agent shall be protected in acting upon any
written notice, request, waiver, consent, receipt or other paper or document furnished to it, not
only in assuming its due execution and the validity and effectiveness of its provisions but also as
to the truth and acceptability of any information therein contained, which it in good faith believes
to be genuine and what it purports to be. In no event shall Escrow Agent be liable for any act or
failure to act under the provisions of this Agreement except where its acts are the result of its gross
negligence or malfeasance. Escrow Agent shall not have duties except those which are expressly
set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto,
or any waiver, modification, amendment, termination or rescission of this Agreement, unless such
notice is in. writing and actually received, and, if its duties herein are affected, unless it shall have
given its prior written consent thereto. Paradigm and Client shall jointly and severally indemnify
GRWA — Agreement-2025 Page 7 of 20
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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 Client's 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's
notice of resignation. If no direction is received within the time period outlined, the Source Code
will be delivered to Thomas M. Wagner & Associates, 323 Williams Street, Bel Air, MD 21014
to serve as acting trustee, until a new successor escrow agent is secured by Paradigm.
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 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.
GRWA — Agreement-2025 Page 8 of 20
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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 and shall be binding only upon
acceptance by Paradigm at its offices in Cockeysville, Maryland. This Agreement shall be deemed
to have been formed in the State of Maryland, U. S.A. and shall be governed by, subject to, and
interpreted in accordance with, the laws of that State BUT WITHOUT APPLICATION OF THE
MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (Md. Code
Ann., Comm. Law §§22-101 et seq.) or "MUCITA". The parties consent to venue in Baltimore
County, Maryland.
15.5 Non -Solicitation. During the term of this Agreement and for twelve (12) months after its
termination, neither Paradigm nor Client may employ or solicit to employ persons employed by
the other.
15.6 Force Ma° eure. 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 Intentionally left blank.
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 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.
GRWA_Agreement 2025 Page 9 of 20
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ADDENDUM A
System Implementation
Paradigm Software, L.L.C.8 ("Paradigm"), by its acceptance of the Bronze 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. 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. At its sole discretion, Paradigm may increase its charges for
licenses and modules at any time.
2. TERM AND RENEWAL. The term of the license herein granted is one (1) year commencing with
the date of acceptance of this Agreement by Paradigm, unless terminated earlier as provided herein
(the "Term"). If Client is not in default under this Agreement or any other agreement with
Paradigm, the Term of this license may be automatically renewed upon the same terms and
conditions in one (1) year terms (the "Renewal Term"), unless Client gives written notice of
election not to renew the license at least thirty (30) 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 2, or earlier termination of this Agreement as provided
for in the Agreement, the license granted to Client in Section I 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.
3. 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.
4. 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
GRWA — Agreement-2025 Page 10 of 20
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rights, therein. All additions, modifications, derivatives, and enhancements to the Software shall
be considered a part of the Software, and all additions, modifications, derivatives and
enhancements to the Documentation shall be considered a part of the Documentation. Physical
copies of Software and Documentation are provided by Paradigm on loan during the term of the
license granted pursuant to this Agreement. Client shall keep the Software, the Documentation,
and all copies thereof free and clear of all claims, liens and encumbrances, and any act of Client
purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this
Agreement. Client hereby assigns to Paradigm all of its right, title and interest in and to any
changes, additions, derivatives and enhancements made to the Software, the Documentation or
other materials provided by Paradigm, and shall execute all documents and instruments reasonably
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. Compliance with the
Washington State Public Records Act, RCW 42.56, will not violate any provision of this
agreement. Client agrees to provide Paradigm with Third Party Notice where legally permissible
subject to the provisions of WAC 44-14-04003(12).
5. 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 (1) 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.
6. LIMITED WARRANTY. Paradigm does not warrant that the Software or the Documentation is
free of errors or defects or that it meets Client's requirements. Paradigm warrants only that the
Software will perform all functions substantially as described in the current edition of the
GRWA — Agreement-2025 Page 11 of 20
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Documentation for a warranty period of sixty (60) days from the date of Software delivery to
Client's site, when operated as recommended. Paradigm will design and deliver promptly
amendments or alterations to Software reasonably necessary to remedy or avoid any programming
error present at the time of Software delivery. Client shall allow Software access to Paradigm
through dedicated remote communications for this purpose. The foregoing is Client's sole and
exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of this limited
warranty. This limited warranty is contingent upon Client's written notice to Paradigm, received
not later than five (5) days after the end of the sixty (60) day warranty period, setting forth with
particularity the nature and circumstances of any alleged breach of warranty. Paradigm makes no
warranty as to the Hardware or any products (including software) not manufactured by Paradigm.
CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY
PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING
PARAGRAPH. THIS LIMITED WARRANTY AND THE ASSOCIATED LIMITED REMEDY
ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. PARADIGM
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTEGRATION,
MERCHANTABILITY OF A COMPUTER PROGRAM, INFORMATIONAL CONTENT AND
CLIENT'S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO
WARRANTY THAT THE SOFTWARE WILL BE ERROR -FREE.
GRWA — Agreement-2025 Page 12 of 20
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EXHIBIT A
License and Module Schedule
Qty
UM
Description
I
EA
CW6 Concurrent User
2
LN
Weighkationg Program License
I
FF
AR and Aging Module
I
FF
GL Export to Third Party Accounting (PeopleSoft)
I
FF
Scale Monitoring Module
I
FF
Paradigm Distributed Messaging Module
I LN Light Module
I LN WeighPay Module
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EXHIBITS B
Annual Support Services and Service Payment Schedule
Percentage Due: Amount Due:
Annual Standard Support (07/2025-06/2026) —Includes removal of $12,098.87
$377.00 WeighPay Module support fee
Annual Standard Support Credit (07/2025-03/2026) ($2,871.25)
WeighPay Service Fee (Less than 1,000 transactions per month) $3,600.00
Removal of Initial WeighPay Module purchase on Quote 38609 —One- ($1 ,885.00)
Time Credit
S 10,942.62 x
*Exclusive of any applicable taxes.
GRWA_Agreement_2025 Page 14 of 20
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ADDENDUM B
Service Levels
1. ]Definitions
In this Addendum B, the words set out below will have the following meanings:
• "Business Day" shall refer to 7:00 a.m.to 7:00 p.m. (Eastern Time) Monday, Tuesday,
Wednesday, Thursday, and Friday, except for statutory holidays.
• "Custom Hardware" means all hardware assembled or manufactured to meet Client
specifications and supplied to the Client by Paradigm pursuant to the Agreement to which this
Addendum B is attached.
• "Incident" means any Client query, defect, problem or error regarding the Software, Hardware,
or Custom Hardware that the Client purchased or leased from Paradigm.
• "Hardware" means all hardware supplied to the Client by Paradigm pursuant to the Agreement
to which this Addendum B is attached.
• "Software" means all software supplied to the Client by Paradigm pursuant to the Agreement to
which this Addendum B is attached.
• "Statutory Holidays" — the following days are the statutory holidays that Paradigm's Offices are
closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar
year by November 3 0th of the preceding year each year during the Term:
• New Year's Day — January 1 St if it falls on a weekday, else the Monday
following.
■ Good Friday — Friday before Easter Sunday.
® Memorial Day — The last Monday in May.
® Independence Day — July 4th if it falls on a weekday, else the Monday
following.
■ Labor Day -- The first Monday in September.
® Thanksgiving — The fourth Thursday in November.
® Christmas Day — December 25' if it falls on a weekday, else the Monday
following Christmas Day.
2. Statement of Intent
The aim of the Service Level Requirements is to provide a basis for close co-operation between
Paradigm and the Client for support services to be provided by Paradigm to the Client, thereby ensuring
a timely and efficient resolution to any Incidents encountered by the Client in the use of Software.
3. Objectives of Service Level Requirements
The Client and Paradigm acknowledge and agree that the purpose of this Addendum B is:
To create an environment of co-operative relationship between Paradigm. and the Client to ensure
effective support for the Client's end users.
• To document the responsibilities of the Client and Paradigm with respect to the Service Level
Requirements.
• To ensure that the Client achieves the provision of high quality of service for its end users with
the full support of Paradigm.
• To define the services to be provided by Paradigm and the level of service which can be expected
by the Client.
GRWA_Agreement 2025 Page 15 of 20
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40
• 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.
Service Types
The success of the Service Level Requirements depends fundamentally on the ability of the Client
and Paradigm to communicate credible and reliable information.
First, the Client and Paradigm acknowledge and agree that it is important that there be a clear chain of
communication between Paradigm and the Client.
Second, the Client and Paradigm acknowledge and agree that it is important that there be a clear
matrix of responsibility between the Parties. The various service types are listed and described in this
Section 4. The service types "Type 5" and "Type 6" are exclusive to Paradigm; in some instances,
Clients/Partners may support Types 1-4 in part or in whole.
During the provision of Bronze Support Services, Paradigm is required to comply with the Client's
protocols for remote access and software change control.
4.1 Type I — 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 I 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
warranty)
• Inform Client of closure of Type 2 ticket
• Escalation / dispatch to Type 2 or Type 3
(provided by Paradigm per manufacturer's
4.3 Type 3 — Advanced Support
• Advanced configuration settings
• Diagnostics of Incidents
• Problem replication
• Third -Party software integrations (provided by Paradigm)
• Inform Client of closure of Type 3 ticket
• Escalation / dispatch to Type 5
4.4 Type 4 — Updates and Installations
0 Provide Updates to Client for installation in Test Environment
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Page 16 of 20
0 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
• Feature enhancements
4.6 Type 6 — Review and Refresh (Billable)
• Multi -day session on topics to be agreed with Client; may be on -site or remote
• Review application configuration and hardware deployment
• Demonstration of new features or options
• Deliver training sessions as requested by Client
• Advise on Best Practices
5. Service Level Requirements
5.1 Incident Severity Ranking
Severities for all Incidents in which the Software is not operating as described in the Agreement, will
be jointly classified by the Client and Paradigm under one of the following three classifications and
according to their "severity ranking" impact on core areas of the Software function listed in the table
below:
(1) Displaying information to Operators
(2) Capturing information from site peripherals
(3) Acquiring / Storing information from the Software
Severity
Identification
Description
Ranking
I
Emergency
Complete stop or major breach of the Software or Hardware
ceases Client operations for one or more users at a critical
period. (Example: unable to process transactions, major failure,
server shutdown, unable to start the application on multiple
computers, a hardware failure that affects all operations, etc.).
2
High
Major problem that disrupts operations during working hours.
A work around may be available to assist the Client until the
problem is resolved. Note: Issuing transaction tickets manually is
not an acceptable work around; such a situation would be considered
an incident with a severity ranking of "Emergency". (Example:
Application problem affecting multiple staff or core work processes,
such as transaction processing, collecting charges for account
customers or rate calculations).
3
Medium
Problem that impacts operations and requires resolution and
has an acceptable workaround for the short term. (Example: A
limited problem affecting only a few staff or minor work process
but where a work around exists, such as rate settings for statutory
holidays or administrative reporting).
GRWA — Agreement-2025 Page 17 of 20
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4
Low
Minor problem or request for information from users.
(Example: Configuration settings, requests for information purposes
only, etc.).
5
Wish List
Suggestions for improvement, ideas or input from Clients that would
be considered for future updates or upgrades to the application.
5.2 Response and Resolution Times
Severity
Response time
Corrective Plan
Required Outcome
Ranking
I
Respond immediately
Diagnose problem and
Return to operation within
Emergency
to the Client or
establish plan to correct
four hours
contact in the
failure within two (2)
immediate hour of
hours
receiving the incident
notification
2
Respond immediately
Diagnose problem and
Return to operation within
High
to the Client or
establish plan to correct
one (1) business day, or as
contact within one
failure within two (2)
agreed to by the Contractor
hour of receiving the
hours
and Client representative
incident notification
3
Respond immediately
Establish plan to correct
Return to normal operation
Medium
to the Client or
failure within twenty-
within two (2) business days
contact within two
four (24) hours
including weekends or as
business hours of
agreed to by the Contractor
receiving the incident
and Client representative
notification
4
Respond immediately
Establish plan to correct
Return to normal operation
Low
to the Client or
failure within forty-eight
within five (5) business days
contact within one
(48) hours
or as agreed to by the
business day of
Contractor and Client
receiving the incident
representative
notification
5.3 Response Times Not Met — Required Actions
To the extent of the above -mentioned table, if an Incident is not fixed within the time periods specified
in the "Required Outcomes" column of the table in Section 5.2 of this Addendum B and/or would have
a noticeable and negative effect on the Client's operations, the Client can escalate and address the
problematic situation with the management team of Paradigm to agree on a plan of corrective actions.
As part of Paradigm's Service Level Monitoring, all incidents with a Severity Ranking of 1, 2, or 3
GRWA — Agreement-2025 Page 18 of 20
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will automatically be escalated by Paradigm to the designated Paradigm and Client management
contacts.
Response Time Exceeded I Client will contact Support and Services Manager to
expedite response
Corrective Plan Time Exceeded Client will request Support and Services Manager to support
problem diagnosis
6. Paradigm Support and Services Hours of Service
Emergency Severity Incidents — Paradigm offers telephone coverage 24x7x365 for incidents with critical
impact on operations, i.e. those with "Emergency" severity ranking as defined by the table in Section
5.1 of Addendum B, with response time for Emergency Incidents within one hour.
Other Incidents are worked per the following rules:
• Regular Business Days — During Office Hours — Monday to Friday 7:00 a.m. to 7:00 p.m.
(Eastern Time)
• Email / Web Ticket — Monitored and responded to within two (2) business days
• Telephone — Normally answered when called. Voice messages are monitored and
responded to within one (1) hour throughout the day
• Regular Business Days — Outside Office Hours — Monday to Friday 7:00 p.m. to 7:00 a.m.
(Eastern Time)
• Email / Web Ticket — Monitored and responded to within two (2) business days
• Telephone — Normally answered when called. Voice messages are monitored and
responded to within one (1) hour the next business day
• Weekends — Friday to Monday 7:00 p.m. to 7:00 a.m. (Eastern Time)
• Email / Web Ticket — Monitored and responded to within two (2) business days
• Telephone — Normally answered when called. Voice messages are monitored and
responded to within one (1) hour the next business day
• Statutory Holidays —From 7:00 p.m. on the eve of the Statutory Holiday until 7:00 a.m. the
morning following the Statutory Holiday (Eastern Time)
• Email / Web Ticket — Monitored and responded to within two (2) business days
• Telephone — Normally answered when called. Voice messages are monitored and
responded to within one (1) hour the next business day
7. Paradigm Primary Reporting Responsibilities
Paradigm proposes to review, on an annual basis, the performance of the Support and Services Division in
the delivery of services and to implement the necessary measures in the event where improvements are
needed.
Included in the review process shall be mutually agreed upon key performance indicators (KPIs). At a
minimum, these KPIs will include:
• A list of all incidents logged with Paradigm in the reporting period including time, date, and
details.
• An indicator if the Service Level was met for each Incident.
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8. Client Primary Reporting Responsibilities
Client will provide a prime and secondary Contact(s) through which all reported problems encountered by
the Client would be funneled for subsequent notification to Paradigm. These individuals must have a
working knowledge of the software and equipment and will be responsible for managing user access, and
for recording and reporting of problems.
The Client is responsible for providing services for the recording, referral and resolution of all faults
encountered by end users throughout the Client's operation. The Client will refer all problems to Paradigm
in a timely manner using the outline below to describe the problems:
• Date / Time Reported:
• Reported by:
• Software affected:
• Equipment affected:
• Problem Description - examples / pictures / screen shots, as available
• Serial Number of Equipment on which Problem was detected:
• Statement of Impact on Client Operations:
• Other pertinent information (as appropriate):
• The Client will supply Paradigm with reasonable remote electronic access to the Equipment,
Software, or any computer hardware where the software and data files may reside in order that
Paradigm can investigate reported problems.
• To maintain ongoing Bronze 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.)
GRWA—Agreement —2025 Page 20 of 20
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Paradigm Software Bronze Support Services
and Liceiising Agrocnient
Date:
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BOARD OF COUNTY
COMMISSIONERS
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Rob jLones,-CKir
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Cindy Carter, Vice -Chair
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