HomeMy WebLinkAboutP-25-507 Paradigm Software.pdf P-25-507
County of Fresno
PARADIGM SOFTWARE, L.L.C.
113 Old Padonia Road, Suite 200
Cockeysville, MD 21030
(410) 329-1300
BRONZE SUPPORT SERVICES AND LICENSING AGREEMENT
Paradigm Software, L.L.C.® ("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, 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.
N Terms and Conditions
N ADDENDUM A: System Implementation Addendum
Exhibit A: License and Module Schedule
Exhibit B: Annual Support Services and Service Fee Payment Schedule
N ADDENDUM B: Service Levels
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READ, UNDERSTOOD AND EXECUTED on the date(s) indicated below.
Customer: Accepted by:
COUNTY OF FRESNO, CA PARADIGM SOFTWARE,L.L.C.®
333 W Pontiac Way 113 Old Padonia Road, Suite 200
Clovis, CA 93612 Cockeysville, MD 21030
Riley Blackburn Dae:2025;o0by 113::'54:0-07'0o°
By:
ac& W Barlow II
Riley Blackburn President and Chief Operating Officer
(Type or Print Name)
Purchasing Manager Date: 09/15/2025
(Title)
Date:
Approved as to form:
By:
(Type or Print Name)
(Title)
Date:
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TERMS AND CONDITIONS
1. CHARGES, FEES, AND PAYMENT. Client shall pay the charges and annual fee for Bronze
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 monthly late charge of one and one-half percent(1 1/2%) of the amount not
paid within forty-five(45)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
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. 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 to the Software on the Client's
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workstations, servers, or other hardware. The re-installation of the Software or running of updates
to the Software on the Client's workstations, servers or other hardware will be billed at Paradigm's
then-applicable rates,and in accordance with Addendum B. Paradigm will also provide reasonable
telephone consultation in the use and operation of the Software during the hours of 7:00 a.m.
through 7:00 p.m. Eastern Time on weekdays, except Paradigm holidays. Such consultation will
be available only to one contact or alternate, designated by Client in advance in writing from time
to time. In addition, if Paradigm elects to include them under its 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 from time to time, without any charge other than as
specified on Exhibit A to Addendum A attached hereto. Clients may receive up to one (1) hour of
solution tuning annually. Solution tuning is defined as time spent with Paradigm staff to discuss
the client's configuration and recommend modifications to better the client's operation.
5. TERM AND RENEWAL.Provided payment has been made as required hereunder,Paradigm shall
provide Client with Bronze Support Services for a period of five (5) years. 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
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
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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 Parry 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.
Either Party may disclose Confidential Information of the other Party if it is compelled by law to
do so,provided prior notice of such compelled disclosure(to the extent legally permitted)has been
provided. If either Party wishes to contest the disclosure, it will be done so at their own expense.
This section shall include but not be limited to disclosure pursuant to the California Public Records
Act.
10. NO WARRANTIES. CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES
HAVE BEEN MADE BY PARADIGM WITH RESPECT TO BRONZE 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 BRONZE SUPPORT SERVICES DURING THE ONE
(1) YEAR PERIOD PRIOR TO THE DATE ON WHICH ANY CLAIM IS MADE AND (B)
ANY CAUSE UNDER OR RELATING TO LICENSING AND SYSTEM IMPLEMENTATION
SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO PARADIGM
BY CLIENT FOR SOFTWARE LICENSE FEES.
12. BENEFIT OF THE BARGAIN. CLIENT UNDERSTANDS THAT THE FEES CHARGED BY
PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED
BY THE LIMITED WARRANTY 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.
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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 ," (ii) specify the Release
Condition with reference to the applicable subsection of this Agreement; (iii) identify (by
application name, version number and release date, and any other pertinent information) the
computer programs for which Source Code is on deposit and which Client desires to have released;
and (iv) be given within sixty (60) days of Client's knowledge of the happening of the applicable
Release Condition. Upon receipt of the Notice, Escrow Agent shall send a copy to Paradigm by
commercial form guaranteed delivery, including encrypted retrieval ("Secure Delivery"). If
Paradigm denies or disputes an alleged Release Condition, Paradigm shall, within sixty(60) days
after the receipt of the copy of the Notice from Escrow Agent, deliver to the Escrow Agent a
statement (the "Statement") identifying its dispute. Escrow Agent shall send a copy of the
Statement to Client by Secure Delivery, and Escrow Agent shall continue to hold the Source Code
in accordance with this Agreement. If Escrow Agent does not receive the Statement within the
applicable time period, then Escrow Agent is authorized and directed to deliver a copy of the
applicable Source Code to Client. Upon delivery to Client under any circumstances, the Source
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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 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 Liability. As a fiduciary, conservator, receiver, or guardian
of the Source Code that it receives,Escrow Agent's obligation is solely one of safekeeping.Escrow
Agent shall not be obligated or required to examine or inspect the Source Code. The Escrow Agent
cannot and does not warrant the content of the Source Code that it receives from Paradigm,
regardless of the media used to transmit it. Escrow Agent's obligation for safekeeping shall be
limited to providing the same degree of care for the Source Code as it maintains for its valuable
documents and those of its other clients at the same location. However, Escrow Agent nor
Paradigm shall not be responsible for any loss or damage to the Source Code due to a computer or
hardware crash, malfunction, or changes in atmospheric conditions (including, but not limited to,
failure of the air conditioning system), unless such changes are proximately caused by the gross
negligence or malfeasance of Escrow Agent. Escrow Agent shall be protected in acting upon any
written notice, request, waiver, consent, receipt or other paper or document furnished to it, not
only in assuming its due execution and the validity and effectiveness of its provisions but also as
to the truth and acceptability of any information therein contained, which it in good faith believes
to be genuine and what it purports to be. In no event shall Escrow Agent be liable for any act or
failure to act under the provisions of this Agreement except where its acts are the result of its gross
negligence or malfeasance. Escrow Agent shall not have duties except those which are expressly
set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto,
or any waiver,modification, amendment,termination or rescission of this Agreement,unless such
notice is in writing and actually received, and, if its duties herein are affected, unless it shall have
given its prior written consent thereto. Paradigm and Client shall jointly and severally indemnify
Escrow Agent against any loss,liability,or damage(other than any caused by the gross negligence
or malfeasance of Escrow Agent),including reasonable costs of litigation and counsel fees,arising
from and in connection with the performance of its duties under this Agreement. Paradigm and
Client acknowledge that neither this Agreement nor their waiver of any potential conflict created
hereby will materially limit the ability of the Escrow Agent to perform hereunder.
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.
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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 Resi ng ation. 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.
15.3 Invalidi1y. 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
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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 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 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 maybe 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.
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ADDENDUM A
System Implementation
Paradigm Software, L.L.C.® ("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. 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. DELIVERY. Subject to the manufacturer's schedule or other agreement of the parties, shipment
of Hardware shall be made per the milestones provided herein. Exhibit B hereto shall specify who
will install and set up the Hardware. Paradigm will install the Software on the Hardware prior to
delivering it. The terms and conditions of sale and the warranties, if any, applicable to the
Hardware or any other products not manufactured by Paradigm (including software) are as
provided by the applicable third-party manufacturers and the warranty begins the date Paradigm
receives the Hardware. Good and merchantable title and risk of loss in and to the Hardware shall
pass to Client upon delivery of each respective Hardware item to the carrier at the manufacturer's
or Paradigm's loading dock as appropriate. Client shall pay or reimburse Paradigm for all costs of
Hardware, shipping,rigging,transportation,duties,taxes and insurance which shall be invoiced to
Client in accordance with the above provisions. All Hardware returns must be in their original
packaging and free of damage. The Client is responsible for paying any related shipping costs. A
restocking fee will apply to all hardware returns.
3. SECURITY. Paradigm reserves a security interest, for the amount of all outstanding payments due
to Paradigm hereunder, in each item of Hardware, and shall have all of the rights of a secured
creditor under the Uniform Commercial Code with respect thereto. Such a security interest shall
be retained and may be enforced by Software disablement until Client's payment obligations for
all Hardware and Software are fully discharged. Client hereby appoints Paradigm as its attorney-
in-fact for the purpose of executing and filing financing statements to perfect its security interest,
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.
4. 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
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("Documentation") through July 31, 2031. 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.
5. TERM AND RENEWAL. The term of the license herein granted is five (5) years commencing
with the date of acceptance of this Agreement by Paradigm, unless terminated earlier as provided
herein (the "Term"). If Client is not in default under this Agreement or any other agreement with
Paradigm, the Term of this license may be automatically renewed upon the same terms and
conditions in one (1) year terms (the "Renewal Term"), unless Client gives written notice of
election not to renew the license at least ninety(90)days prior to the expiration of the initial Term.
Notwithstanding the foregoing, at the expiration of the Term, as may be extended, from time to
time pursuant to the terms of this Section 6, or earlier termination of this Agreement as provided
for in the Agreement, the license granted to Client in Section 5 hereof shall immediately cease,
and Client shall not use, run, implement, install, store, maintain, keep, monetize, or otherwise
benefit from in any way nor have any right to the Software or Documentation.
6. 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.
7. TITLE AND OWNERSHIP. Paradigm is and shall be the exclusive owner or sublicensor, as
appropriate, of the Software, the Documentation and all associated materials provided to Client,
all modifications, additions, derivatives and enhancements thereof, all copies thereof, and all
rights, therein. All additions, modifications, derivatives, and enhancements to the Software shall
be considered a part of the Software, and all additions, modifications, derivatives and
enhancements to the Documentation shall be considered a part of the Documentation. Physical
copies of Software and Documentation are provided by Paradigm on loan during the term of the
license granted pursuant to this Agreement. Client shall keep the Software, the Documentation,
and all copies thereof free and clear of all claims, liens and encumbrances, and any act of Client
purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this
Agreement. Client hereby assigns to Paradigm all of its right, title and interest in and to any
changes, additions, derivatives and enhancements made to the Software, the Documentation or
other materials provided by Paradigm,and shall execute all documents and instruments reasonably
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
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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.
8. 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.
9. LIMITED WARRANTY. Paradigm does not warrant that the Software or the Documentation is
free of errors or defects or that it meets Client's requirements. Paradigm warrants only that the
Software will perform all functions substantially as described in the current edition of the
Documentation for a warranty period of sixty (60) days from the date of Software delivery to
Client's site, when operated as recommended. Paradigm will design and deliver promptly
amendments or alterations to Software reasonably necessary to remedy or avoid any programming
error present at the time of Software delivery. Client shall allow Software access to Paradigm
through dedicated remote communications for this purpose. The foregoing is Client's sole and
exclusive remedy, and Paradigm's sole and exclusive obligation, for breach of this limited
warranty. This limited warranty is contingent upon Client's written notice to Paradigm, received
not later than five (5) days after the end of the sixty (60) day warranty period, setting forth with
particularity the nature and circumstances of any alleged breach of warranty. Paradigm makes no
warranty as to the Hardware or any products (including software) not manufactured by Paradigm.
CLIENT ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY
PARADIGM EXCEPT FOR THE LIMITED WARRANTY MADE IN THE PRECEEDING
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
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CLIENT'S PURPOSE AND SYSTEM INTEGRATION. PARADIGM MAKES NO
WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE.
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EXHIBIT A
License and Module Schedule
Qty UM Description
10 EA CW6 Program Current License - Office/Administrative user access
3 LN WeighStation®Program License -Scale operator access
3 LN Video/Picture Module -Capture video or pictures within
WeighStation®
3 LN Signature Capture Module - Integration to capture signatures
2 LN Light Module - Integration to lane red/green lights
2 LN RF Module - Integration to capture RF Tags
3 LN Scale Monitoring Module - Integration to track/log actions pertaining
to the scale
1 FF Paradigm Distributed Messaging (1-5 lanes) -Near real-time data
transfer between facilities
1 FF Alerts/Rules Module -Allows for the notification of specific staff
when certain events occur and creation of business rules that drive
available options for scale operators to reduce entry errors
1 FF Insufficient Funds/Split Payments Module -Allows for capturing
additional information from facility visitors who do not have
sufficient funds to pay their transaction and the ability to capture
multiple payment methods per transaction
1 LN Driver's License Scanning Module - Captures information from a 2D
barcode scan of the customer's driver's license
*Exclusive of any applicable taxes.
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EXHIBIT B
Annual Support Services and Service Fee Payment Schedule
Annual Support Services (08/2026—07/2027) $9,697.22
Annual Support Services (08/2027—07/2028) $10,085.11
Annual Support Services (08/2028—07/2029) $10,488.51
Annual Support Services (08/2029—07/2030) $10,908.05
Annual Support Services (08/2030—07/2031) $11,344.38
*Exclusive of any applicable taxes.
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ADDENDUM B
Service Levels
1. Definitions
In this Addendum B,the words set out below will have the following meanings:
• "Business Day" shall refer to 7:00 a.m.to 7:00 p.m. (Eastern Time) Monday, Tuesday,
Wednesday, Thursday, and Friday, except for statutory holidays.
• "Custom Hardware" means all hardware assembled or manufactured to meet Client
specifications and supplied to the Client by Paradigm pursuant to the Agreement to which this
Addendum B is attached.
• "Incident" means any Client query, defect,problem or error regarding the Software, Hardware,
or Custom Hardware that the Client purchased or leased from Paradigm.
• "Hardware"means all hardware supplied to the Client by Paradigm pursuant to the Agreement
to which this Addendum B is attached.
• "Software"means all software supplied to the Client by Paradigm pursuant to the Agreement to
which this Addendum B is attached.
• "Statutory Holidays"—the following days are the statutory holidays that Paradigm's Offices are
closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar
year by November 30th of the preceding year each year during the Term:
■ New Year's Day — January I't if it falls on a weekday, else the Monday
following.
■ Good Friday—Friday before Easter Sunday.
■ Memorial Day—The last Monday in May.
■ Independence Day — July 4th if it falls on a weekday, else the Monday
following.
■ Labor Day—The first Monday in September.
■ Thanksgiving—The fourth Thursday in November.
■ Christmas Day — December 25th if it falls on a weekday, else the Monday
following Christmas Day.
2. Statement of Intent
The aim of the Service Level Requirements is to provide a basis for close co-operation between
Paradigm and the Client for support services to be provided by Paradigm to the Client,thereby ensuring
a timely and efficient resolution to any Incidents encountered by the Client in the use of Software.
3. Objectives of Service Level Requirements
The Client and Paradigm acknowledge and agree that the purpose of this Addendum B is:
• To create an environment of co-operative relationship between Paradigm and the Client to ensure
effective support for the Client's end users.
• To document the responsibilities of the Client and Paradigm with respect to the Service Level
Requirements.
• To ensure that the Client achieves the provision of high quality of service for its end users with
the full support of Paradigm.
• To define the services to be provided by Paradigm and the level of service which can be expected
by the Client.
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• To detail the information Paradigm requires from the Client in order for Paradigm to begin its
investigations of an Incident.
• To provide a common understanding of service requirements/capabilities.
4. Service Types
The success of the Service Level Requirements depends fundamentally on the ability of the Client
and Paradigm to communicate credible and reliable information.
First,the Client and Paradigm acknowledge and agree that it is important that there be a clear chain of
communication between Paradigm and the Client.
Second,the Client and Paradigm acknowledge and agree that it is important that there be a clear
matrix of responsibility between the Parties. The various service types are listed and described in this
Section 4. The service types"Type 5"and"Type 6"are exclusive to Paradigm; in some instances,
Clients/Partners may support Types 1-4 in part or in whole.
During the provision of Bronze Support Services, Paradigm is required to comply with the Client's
protocols for remote access and software change control.
4.1 Type 1 —Help Desk and Basic Configuration Support
• Respond to phone/mail/electronic communications
• Provide end users with how-to guidance
• Provide Administrative users with help on basic configuration
• Account setup configuration for Haulers and Jobs
• Inform Client of closure of Type 1 ticket
• Escalation/dispatch to Type 2 or Type 3
4.2 Type 2—Hardware Support
• Initial Hardware configuration
• Initial Server Environment set-up
• Diagnostic assistance
• Troubleshooting devices and network
• Repair and supply of custom hardware (provided by Paradigm per manufacturer's
warranty)
• Inform Client of closure of Type 2 ticket
• Escalation/dispatch to Type 2 or Type 3
4.3 Type 3—Advanced Support
• Advanced configuration settings
• Diagnostics of Incidents
• Problem replication
• Third-Party software integrations (provided by Paradigm)
• Inform Client of closure of Type 3 ticket
• Escalation/dispatch to Type 5
4.4 Type 4—Updates and Installations
• Provide Updates to Client for installation in Test Environment
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• Provide Updates to Client for installation in Production Environment
4.5 Type 5—Product Development
• New features within Version or fixes requiring code changes
• Interfaces to other systems
• 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
Rankin
1 Emergency Complete stop or major breach of the Software or Hardware
ceases Client operations for one or more users at a critical
period. (Example: unable to process transactions,major failure,
server shutdown,unable to start the application on multiple
computers, a hardware failure that affects all operations, etc.).
2 High Major problem that disrupts operations during working hours.
A work around may be available to assist the Client until the
problem is resolved. Note: Issuing transaction tickets manually is
not an acceptable work around;such a situation would be considered
an incident with a severity ranking of "Emergency". (Example:
Application problem affecting multiple staff or core work processes,
such as transaction processing, collecting charges for account
customers or rate calculations).
3 Medium Problem that impacts operations and requires resolution and
has an acceptable workaround for the short term. (Example: A
limited problem affecting only a few staff or minor work process
but where a work around exists, such as rate settings for statutory
holidays or administrative reporting).
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4 Low Minor problem or request for information from users.
(Example: Configuration settings,requests for information purposes
only, etc.).
5 Wish List Suggestions for improvement,ideas or input from Clients that would
be considered for future updates or upgrades to the application.
5.2 Response and Resolution Times
Severity Response time Corrective Plan Required Outcome
Rankin
1 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
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will automatically be escalated by Paradigm to the designated Paradigm and Client management
contacts.
Response Time Exceeded Client will contact Support and Services Manager to
expedite response
Corrective Plan Time Exceeded Client will request Support and Services Manager to support
problem diagnosis
6. Paradigm Support and Services Hours of Service
Emergency Severity Incidents—Paradigm offers telephone coverage 24x7x365 for incidents with critical
impact on operations,i.e.those with"Emergency" severity ranking as defined by the table in Section
5.1 of Addendum B,with response time for Emergency Incidents within one hour.
Other Incidents are worked per the following rules:
• Regular Business Days —During Office Hours — Monday to Friday 7:00 a.m. to 7:00 p.m.
(Eastern Time)
o Email/Web Ticket—Monitored and responded to within two (2)business days
o Telephone — Normally answered when called. Voice messages are monitored and
responded to within one(1)hour throughout the day
• Regular Business Days — Outside Office Hours —Monday to Friday 7:00 p.m. to 7:00 a.m.
(Eastern Time)
o Email/Web Ticket—Monitored and responded to within two (2)business days
o Telephone — Normally answered when called. Voice messages are monitored and
responded to within one(1)hour the next business day
• Weekends—Friday to Monday 7:00 p.m.to 7:00 a.m. (Eastern Time)
o Email/Web Ticket—Monitored and responded to within two (2)business days
o Telephone — Normally answered when called. Voice messages are monitored and
responded to within one(1)hour the next business day
• Statutory Holidays—From 7:00 p.m. on the eve of the Statutory Holiday until 7:00 a.m.the
morning following the Statutory Holiday(Eastern Time)
o Email/Web Ticket—Monitored and responded to within two (2)business days
o Telephone — Normally answered when called. Voice messages are monitored and
responded to within one(1)hour the next business day
7. Paradigm Primary Reporting Responsibilities
Paradigm proposes to review, on an annual basis, the performance of the Support and Services Division in
the delivery of services and to implement the necessary measures in the event where improvements are
needed.
Included in the review process shall be mutually agreed upon key performance indicators (KPIs). At a
minimum,these KPIs will include:
• A list of all incidents logged with Paradigm in the reporting period including time, date, and
details.
• An indicator if the Service Level was met for each Incident.
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8. Client Primary Reporting Responsibilities
Client will provide a prime and secondary Contact(s) through which all reported problems encountered by
the Client would be funneled for subsequent notification to Paradigm. These individuals must have a
working knowledge of the software and equipment and will be responsible for managing user access, and
for recording and reporting of problems.
The Client is responsible for providing services for the recording, referral and resolution of all faults
encountered by end users throughout the Client's operation. The Client will refer all problems to Paradigm
in a timely manner using the outline below to describe the problems:
• Date/Time Reported:
• Reported by:
• Software affected:
• Equipment affected:
• Problem Description- examples/pictures/screen shots, as available
• Serial Number of Equipment on which Problem was detected:
• Statement of Impact on Client Operations:
• Other pertinent information(as appropriate):
• The Client will supply Paradigm with reasonable remote electronic access to the Equipment,
Software, or any computer hardware where the software and data files may reside in order that
Paradigm can investigate reported problems.
• To maintain ongoing 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.)
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