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Backup Documents 11/09/2021 Item #16C 6
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 14 C TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management66l11 e /Zl 2. County Attorney Office County Attorney Office t,/,i6 4. BCC Office Board of County Commissioners J 4. Minutes and Records Clerk of Court's Office I neAd t t`r11202I '.43 t 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was NOVEMBER 09, 2021 Agenda Item Number 16.C.6. Approved by the BCC Type of Document AGREEMENT Number of Original 1 Attached Documents Attached PO number or account N/A 21-033-NS Paradigm Software, number if document is Paradigm Software, L.L.C. to be recorded L.L.C. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/09/2021 and all changes made during N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. _ this line. 9. Initials of attorney verifying that the attached document is the version approved by the not BCC,all changes directed by the BCC have been made,and the document is ready for the jJj, •• ion for Chairman's signature. OV O 9tlii0 ipe. Risk Management I 6 MEMORANDUM Date: November 18, 2021 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #21-033-NS for "Standard Support Services and Licensing Agreement" Contractor: Paradigm Software, LLC Attached for your records is an original of the referenced document above, (Item #16C6) adopted by the Board of County Commissioners on Tuesday, November 9, 2021. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment I C b 21-033-NS STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT PARADIGM SOFTWARE, L.L.C., a Maryland limited liability company, authorized to do business in Florida ("PARADIGM" or "CONTRACTOR"), 113 Old Padonia Road, Suite 200, Cockeysville, MD 21030, by its acceptance of this Standard Support Services and Licensing Agreement including the following signature page, the Terms and Conditions of this Agreement, the Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System Agreement No. 19-202 Agreement, between the Solid Waste Authority of Palm Beach County ("AUTHORITY") and Paradigm, and all applicable Addenda, Exhibits and Schedules identified herein below (collectively, this "Agreement") agrees to sell and provide to the Collier County Board of County Commissioners, Collier County Florida ("CUSTOMER" or "COUNTY"), and CUSTOMER agrees to purchase and accept, a license in specific computer software and support services relating to that software licensed by PARADIGM to CUSTOMER in accordance with the terms and conditions of this Agreement. WHEREAS, PARADIGM agrees and to grant to the CUSTOMER a license to use the software, to deliver and install the Software, and to sell, deliver and install for CUSTOMER to use the software in accordance with the terms and conditions of the Agreement; and WHEREAS, this Agreement and the relationship between PARADIGM and CUSTOMER are governed by the Terms and Conditions and each of the Addenda and Exhibits indicated herein and attached to this Agreement, each of which is adopted and/or incorporated herein by reference, as follows: Exhibit A: Insurance Requirements Exhibit B: Terms and Conditions Exhibit C: Agreement No. 19-202 "Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System" and approved Cooperative Exhibit D: Collier County Information Technology (IT) Requirements. Schedule 1: Fee Schedule & Payment ; and WHEREAS, the purpose of the Agreement is to procure from PARADIGM its solution for an Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System and associated hardware that comprise its proposed solution; and WHEREAS, PARADIGM was selected as a result of a Request for Proposal from the AUTHORITY initiated October 2018, which resulted in an Agreement approved on November 13, 2019; and WHEREAS, CUSTOMER is procuring these services using the AUTHORITY's competitively awarded Agreement pursuant to Collier County Ordinance No.2017-08. NOW,THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the Parties as follows: 21-033-NS Paradigm Agreement Page 1 of 18 CAO i6C 6 1. PARADIGM and the CUSTOMER hereby agree that the above recitals and attached Exhibits and Schedule are an important part of the Agreement and are incorporated into and made a part of this Agreement; and 2. A description of the Licenses, Modules, Hardware, Services and compensation to be paid to PARADIGM is set forth in Schedule 1: Fee Schedule & Payment. IN WITNESS WHEREOF,the Parties have executed this Agreement on the date and year first written above by an authorized person or agent. ATTEST: Crystal K.Kinzel, Clerk of Courts& BOARD OF COUNTY COMMISSIONERS Comptroller COLLIER COUNTY,FLORIDA By�11 \ 1� --Ntv_ By: PENNY TAYL , Chair • Dated: L (SEAL)Attest as to Chan s signature only. Approved as to Form and Legality: 41„,)1 Scott R. each,Deputy County Attorney 21-033-NS Paradigm Agreement Page 2 of 18 C,AO 16C 6 Paradigm's Witnesses: PARADIGM: Paradigm Software L.L.C. • First Witness ' By: L%%i/ `'L 1.7- - l'k...._/("'" SY�n�� �� rt��� S ajtu1e/ �J 1P•1�Gue 1 ( 3 tType/print witness n IsTType/print signature aYid titleT '�' �-� /0 /i 3 /.)-o/2 / econd Witness Date A h dcf.<t.AJ TL TType/print witness nameT J 21-033-NS Paradigm Agreement Page 3 of 18 ( AO 16C 6 EXHIBIT A: INSURANCE REQUIREMENTS 1. PARADIGM agrees to: 1. Obtain insurance coverage of the types and amount required in this section and keep such insurance coverage in force throughout the life of this contract. All policies will contain an endorsement providing that written notice be given to the CUSTOMER at least thirty (30) calendar days prior to termination or cancellation. 2. The Commercial General Liability, Commercial Automobile Liability and umbrella policies where applicable will include the CUSTOMER as an additional insured with respect to liability arising out of the performance of this contract. Such additional insured shall be covered to the full limits of liability purchased by PARADIGM, even if those limits of liability are in excess of those required by this Contract. PARADIGM agrees that the insurance hereunder will be primary and that any insurance carried by the CUSTOMER will be excess and not contributing. 3. Provide and maintain minimum insurance limits as applicable. 2. Commercial General Liability Policy shall include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability: Each Occurrence: $1,000,000 General Aggregate: $2,000,000 Products & Completed Operations Aggregate: $2,000,000 Personal and Advertising Injury: $1,000,000 Blanket Contractual Liability: $1,000,000 3. Commercial Automobile Liability Policy shall include Bodily Injury and Property Damage, for any owned, Hired, and/or Non-owned vehicles used in the operation, installation and maintenance of facilities under this agreement. Combined Single Limit: $1,000,000 4. Worker's Compensation Paradigm agrees to provide equal or greater coverage for our employees in their respective states. Per Occurrence: Statutory Employer's Liability: $1,000,000 Disease Each Employee: $1,000,000 Disease Policy Limit: $1,000,000 *Sole Proprietor/Independent Contractor designation is given to those who desire to waive their rights for workers' compensation coverage and benefits as outlined in ARS§ 23-901 and specifically ARS § 23-961 (0). If applicable, please request the Sole Proprietor/Independent Contractor form from the Contract Officer listed in the solicitation. 21-033-NS Paradigm Agreement Page 4 of 18 C 1 C �6 5. Professional Liability -Technology Errors & Omissions Each Claim: $1,000,000 General Aggregate: $2,000,000 6. Claims Made Insurance Coverage If any or part of the required insurance is written on a claims-made basis, any policy retroactive date must precede the date of the contract and PARADIGM must maintain such coverage for a period not less than three (3) years following contract expiration, termination or cancellation. 7. Additional Insurance Requirements All Policies, excluding Employment Practices Liability and Professional Liability (Errors & Omissions), shall include or be endorsed to include the following provisions: 1. A waiver of subrogation endorsement in favor of Collier County, FL, for losses arising from work performed by or on behalf of PARADIGM (Including Worker's Compensation). 2. The insurance afforded the contractor shall be primary insurance and that any insurance carried by Collier County and its agents, officials or employees shall be excess and not contributory. 3. Coverage provided by PARADIGM shall not be limited to the liability assumed under the indemnification provisions of this Contract. 8. Notice of Coverage Modifications Any changes material to compliance with this contract in the insurance policies above shall require thirty (30) days written notice from the contractor to Collier County. Such notice shall be sent directly to the Procurement Division. 9. Acceptability of Insurers Contractors insurance shall have an "A.M. Best" rating of not less than A-VII. Collier County in no way warrants that the required minimum insurer rating is sufficient to protect PARADIGM from potential insurer insolvency. 10. Verification of Coverage Contractor shall furnish Collier County with certificates of insurance (ACORD form or equivalent approved by Collier County) as required by this Contract. The certificates for each insurance policy are to be signed by an authorized representative. All certificates and endorsements are to be received and approved by Collier County before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work and remain in effect for the duration of the contract and two (2) years after completion. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal upon the CUSTOMER's request, is a material breach of contract. 21-033-NS Paradigm Agreement Page 5 of 18 16 C All certificates required by this Contract shall be sent directly to the Procurement Division. Collier County project/contract number and project description shall be noted on the certificate of insurance. Collier County reserves the right to require complete copies of all insurance policies required by this Contract at any time. 11. Subcontractors Contractors' certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to Collier County separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 12. Exceptions In the event PARADIGM or sub-contractor(s) is/are a public entity,then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self- Insurance. 21-033-NS Paradigm Agreement Page 6 of 18 C 16C EXHIBIT B: TERMS AND CONDITIONS 1. AGREEMENT TERM. The Agreement shall be for a period corresponding to the Agreement between PARADIGM and the AUTHORITY, commencing upon the date of Board approval, and terminating November 13,2029,or until all outstanding Purchase Order(s)issued prior to the expiration of the Agreement period have been completed or terminated. The County may,at its discretion and with the consent of the Contractor,renew the Agreement under all of the terms and conditions contained in this Agreement for one additional ten-year period. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager,or his designee,may,at his discretion,extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty(180)days. The County Manager,or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order❑Notice to Proceed. 3. PAYMENT AND INTEREST FEES: Payments are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74,Fla. Stat. 4. SALES TAX. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C-1. 5. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Solid&Hazardous Waste Management Division. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Contractor Name: Paradigm Software, L.L.C. Address: 113 Old Padonia Rd, Suite 200 Cockeysville,MD 21030 Attention Name&Title: Jackie W. Barlow, II Telephone: 410-329-1300 E-Mail(s): Jackie.Barlow@paradigmsoftware.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: COUNTY: Board of County Commissioners for Collier County,Florida Division Name: Solid&Hazardous Waste Management Division Address: 3339 Tamiami Trail East Naples,FL 34112 Administrative Agent/PM: Robert Lee,Manager-Operations Telephone: (239)252-7953 E-Mail(s): Robert.Leena,colliercountyfl.gov 21-033-NS Paradigm Agreement Page 7 of 18 CAO � C 6 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement,the County may terminate said Agreement for cause;further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County,including,but not limited to,any damages or any anticipated profit on portions of the services not performed. 8. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 9. PUBLIC ENTITY CRIME: By its execution of this Agreement,the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 10. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs,including,but not limited to,reasonable attorneys' fees and paralegals' fees,whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence,recklessness,or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 10.1 The duty to defend under this Article 10 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 10 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 11. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest,either direct or indirect,which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 12. SUBJECT TO APPROPRIATION.It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 13. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112,Part III,Florida Statutes,Collier County Ethics Ordinance No. 2004-05, as amended,and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from 21-033-NS Paradigm Agreement Page 8 of 18 CAO 1 6 C +6 contact with County staff for a specified period of time;b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 14. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement,including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324,et seq. and regulations relating thereto, as either may be amended;taxation,workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications,Government and Public Affairs 3299 Tamiami Trail East,Suite 102 Naples,FL 34112-5746 Telephone: (239)252-8999 Email: PublicRecord Reg uestAcolliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency,upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith,it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. This Agreement, which was presented and approved at a public meeting before the Collier County Board of County Commissioners,with all its incorporated Exhibits and Schedules,does not constitute CONFIDENTIAL INFORMATION as defined in Agreement No. 19-202. 15. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by 21-033-NS Paradigm Agreement Page 9 of 18 C 1 6 C 6 negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder,the other party may obtain a court order requiring mediation under section 44.102,Fla. Stat. 15. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. 16. GOVERNING LAW. The Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. 17. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof,without the prior consent in writing of the County.Any attempt to assign or otherwise transfer this Agreement,or any part herein,without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 21-033-NS Paradigm Agreement Page 10 of 18 GAO 1 6 C 6 EXHIBIT C: AGREEMENT NO. 19-202 "INTEGRARED POINT OF SALE/VEHICLE SCALL SOFTWARE MANAGEMENT AND ACCOUNTS RECEIVABLE SYSTEM" AND APPROVED COOPERATIVE Following this page (containing 112 pages) 21-033-NS Paradigm Agreement Page 11 of 18 CA® i4C Co iev County Collier County Administrative SelvicesDepartment Cooperative Purchasing Request Form Procurement Sewnces Division Instructions Allowable per BCC Procurement Ordinance Section 11.4 and the annual BCC approved list of approved cooperatives.Complete the following information and submit to purchasing with the required backup documentation. (Required backup documentation includes, but not limited to: Solicitation, Proposal,Tabulation, Proof of Advertisement, Contract) Requester Name: Robert Lee Division:PUD/Solid and Hazardous Waste Management Vendor Name:Paradigm Software, LLC Requested Items:Scalehouse Software Sponsor Agency/Contact:Solid Waste Authority of Palm Beach County- Diane LeRay(561)640-3400 dleray@swa.org Contract Name and Number: Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System#19-202 Award Date: 11/13/2019 Expiration Date: 1 1/13/2029 Renewals:(1) 10 Year Renewal Backup Documents: Solicitation ✓ Proposal ✓ Contract ✓ Tabulation ✓ Advertisement ✓ Price List ✓ Additional Documents/Commentary: Benchmark Report attached Website of Contract: Obtained directly from Palm Beach Solid Waste Authority via email. Scope of Services in Contract: Scalehouse software,support services,licenses,and hardware. Competitive Event: RFP#19-202/DL advertised October 2018 Summary of Competition: One proposal/one award Piggyback Clause: (listed in solicitation or Contract): Agreement Article 19-Agreements with other Governmental Entities 19.1 -Paradigm agrees that this agreement constitutes an offer to all governmental entities in the State of Florida and throughout the United States or its territories under the same terms and conditions,for the same prices and for the same effective period as specified in this agreement should Paradigm deem it in the best interest of their business to do so. Rationale for Use: Of all vendors included in the attached Benchmark Report,only(2)vendors were identified as being able to integrate with our credit card processor as required, and only(1),Paradigm,is able to meet all of our operational and financial needs. This contract includes all required products&services at favorable pricing. The Requesting Division and Procurement Services Director acknowledge that the attached contract was competitively solicited according to the Board's Procurement Ordinance 2017-08, Section 18 and that the terms and conditions of the purchase are competitive in the market and favorable to the County. DigRequested by: Robert Lee Signature: LeeRobert Date: 04.1d 6171R2bert-04'00' Date:4/16/2021 ly gned by Kari Hodgson Signature: o 4— oi400F021.4.19219.04 art Division Director: Dace zoz,o4.,ez,o9oa Date: g Sara Schneeberger Signature: SchneebergerSar Digitally esigned Sar Procurement Strategist: a Date 2 2107.1ara Date: Date.2021.07.13 11.34:54-04'00' Procurement Director Catherine Bigelow Signature: BigelowCatherine °'9"a'"s1gnedby81ge1owca1hB"e Date: o°1e.zoz,.oz,a 13:ze:na na�oo• or designee: C 16C 6 SOLID WASTEAUTUORTTY YOUR PARTNER FOR SOLID WASTE SOLUTIONS AGREEMENT FOR INTEGRATED POINT OF SALENEHICLE SCALE SOFTWARE MANAGEMENT AND ACCOUNTS RECEIVABLE SYSTEM BETWEEN SOLID WASTE AUTHORITY OF PALM BEACH COUNTY AND PARADIGM AGREEMENT NO. 19-202 CAO 16C 6 TABLE OF CONTENTS ARTICLE PAGE 1. Effective Date and Incorporation of Recitals 1 2. AGREEMENT, Incorporation by Reference and Interpretation 1 3, Services to be Performed by PARADIGM 2 4. Compensation 2 5. Insurance 2 6. Standard of Care 3 7. Indemnification 3 8. Independent PARADIGM 3 9. Authority's Responsibilities 4 10. Termination for Convenience3 4 11. Uncontrollable Forces 4 12. Truth-In-Negotiation Certificate 4 13. Public Records,Access and Audits 5 14. Inspector General 6 15. Notice . 6 16. Contract Administration 7 17. Key Personnel 7 18. Equal Business Opportunity Program 7 19. Agreements with Other Governmental Entities 12 20. Third Party Beneficiary Disclaimer 12 EXHBITS 1, Standard Support Services and Licensing Agreement, including Addendums A-D and Exhibits or Schedules attached to any Addendum AGREEMENT No. 19-202 C 16C AGREEMENT FOR PROFESSIONAL SERVICES This Integrated Point of SaleNehicle Scale Software Management and Accounts Receivable System, including Exhibit 1 (hereinafter the"AGREEMENT")AGREEMENT is made and entered into as Of )3 , 2019, by and between the Solid Waste Authority of Palm Beach County, a dependent district created by Chapter 2001-331, Laws of Florida,as amended,(hereinafter referred to as the"AUTHORITY")and.PAIZADIGM SOFTWARE,LLC(hereinafter referred to as"PARADIGM"), a Limited Liability Corporation,whose Federal Employer ID Number is 37-1348708; Whereas,in accordance with the AUTHORITY's Request for Proposals No,19-202/DL,solicited to employ the services of PARADIGM for the purpose of providing INTEGRATED POINT OF SALE SYSTEMNEHICLE SCALE SOFTWARE MANAGEMENT AND ACCOUNTS RECEIVABLE SYSTEM Services, and; Whereas, PARADIGM represents it is qualified,capable and prepared to provide such services. Now, therefore, in consideration of the promises contained herein,the parties hereto agree as follows: ARTICLE 1 -EFFECTIVE DATE AND INCORPORATION OF RECITALS The foregoing recitals are hereby incorporated herein by reference. Term of AGREEMENT shall be in force from the Effective Date being the date of this AGREEMENT set forth above until the expiration of the License Agreement,unless terminated earlier in accordance with its terms. Certain provisions of this AGREEMENT may extend past termination, including warranty provisions, and insurance and indemnification obligations of PARADIGM. This prerogative will be exercised only when such continuation is clearly in the best interest of the AUTHORITY as determined in its sole and unfettered discretion. Such extension shall be in the form of a written Amendment to the AGREEMENT executed by both parties. ARTICLE 2—THE AGREEMENT,INCORPORATION BY REFERENCE,AND INTERPRETATION The full scope and content of this AGREEMENT for Professional Services between the AUTHORITY and PARADIGM shall consist of the following documents, and in the event of any conflict between the terms or provisions of these documents or a need for clarification arises when interpreting this AGREEMENT, the following order of precedence shall govern when interpreting or clarifying any portion of this AGREEMENT: 2.1 This AGREEMENT for Professional Services and the Standard Support Services and Licensing Agreement, including Addendums A-D and Exhibits or Schedules to any Addendum(s)attached hereto and incorporated in this AGREEMENT(hereinafter Exhibit"1")and 2.2 The AUTHORITY's Purchasing Manual, Section 6; and 2.3 The Request for Proposal No. 19-202/DL issued by the AUTHORITY for Integrated Point of SaleNehicle Scale Software Management and Accounts Receivable System dated October 2018(hereinafter the"RFP");and 2.4 The PARADIGM's (formerly the "Proposer") Technical Proposal for Integrated Point of SaleNehicle Scale Software Management and Accounts Receivable System RFP#19-202/DL,consisting of 11 Exhibits and totaling 331 pages (hereinafter the"Proposal"); 2.5 The Parties hereto specifically understand and agree that the documents; including any attachments or exhibits thereto,referenced in Section 2.1, 2.2,2.3,2.4 and 2.5, above,are being incorporated by specific reference into this AGREEMENT. Further, the Parties also specifically agree that these documents have been sufficiently described for such incorporation by reference,that they read and are sufficiently familiar with these documents, and they constitute a part of this AGREEMENT for Professional Services as a whole, and that they intend to be bound by the terms of same as part of this AGREEMENT. AGREEMENT No. 19-202 - 1 - CEO 16C 6 ARTICLE 3—SERVICES TO BE PERFORMED BY PARADIGM 3.1 PARADIGM shall perform the services specifically set forth in Exhibit 1 and also in Part 4 of its Proposal, including all sub-parts; however, any services related to Optional Recyclable Commodity Sales and Billing System to Replace CSI, as set forth in Part 4—4.4.1 and 4.4.2 Section 2 A.5 and B.12 of its Proposal are specifically excluded from such services. 3.2 Additional Work or Services: PARADIGM may also be required to perform additional work or services authorized by the AUTHORITY. This additional work or services shall be referred to as Work Assignments and shall each set forth the specific work to be performed, the amount of compensation, and the completion date. These Work Assignments shall be done through modification of this AGREEMENT in accordance with Article 23 of this AGREEMENT. ARTICLE 4-COMPENSATION 4.1 The AUTHORITY shall pay PARADIGM as set forth in Exhibit 1. 4.2 In addition,the parties may negotiate for Additional Work or Services with agreed upon compensation as set forth in Article 3.2 above. 4.3 PARADIGM shall submit invoices for payment to the AUTHORITY. The invoices shall include a detailed statement of progress toward or completion of Project Milestones. There shall be no reimbursable expenses except as specifically set forth in Exhibit 1 and such reimbursable amounts for travel charges, if any, costs or other expenses shall not exceed the permissible amounts allowed under Florida law. 4.4 Payment of invoices shall be due and payable as set forth in Exhibit 1,All invoices shall be delivered to: Solid Waste Authority of Palm Beach County 7501 North Jog Road West Palm Beach, Florida 33412 Attn:Accounts Payable 4.5 PARADIGM will clearly mark its final/last billing with the words Final Invoice,which PARADIGM shall provide to the AUTHORITY 90 days after go-live date set forth in Exhibit 1.This will certify that all services have been fully performed and Milestones satisfactorily completed and Accepted under this AGREEMENT and that all allowable outstanding reimbursable expenses and costs have been invoiced to the AUTHORITY. Thereupon, this account will be closed and any additional charges or costs, not included in the final invoice, shall be waived by PARADIGM. The AUTHORITY shall have no responsibility for the payment or reimbursement of any additional charges or costs after PARADIGM's submission of the Final Invoice referenced herein. ARTICLE 5- INSURANCE 5.1 During the performance of the Services under this AGREEMENT, PARADIGM shall maintain the following insurance policies, and be written by an insurance company authorized to do business in Florida. 1. General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence, and with property damage limits of not less than$1,000,000 for each occurrence. 2. Automobile Liability Insurance with bodily injury limits of not less than $1,000,000 for each person and not less than$500,000 for each accident and with property damage limits of not less than$500,000 for each accident. 3. Workers'Compensation Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $500,000 for each accident, $500,000 for each AGREEMENT No. 19-202 -2- 1 6 C disease, and$500,000 aggregate. 4. Cyber Liability Insurance with limits of not less than $5,000,000 for each wrongful act, 5.2 Deductible amounts shall not exceed 5%of the total amount of.t•equited insurance in each category. Should any policy contain any unusual exclusions, said exclusions shall be so indicated on the certificate(s) of insurance. • 5.3 PARADIGM shall furnish AUTHORITY Certificates of Insurance,which shall include a provision that policy cancellation, non-renewal or reduction of coverage will not be effective until at least thirty(30)days written notice has been made to the AUTHORITY. PARADIGM shall include AUTHORITY as an Additional Insured on the General Liability, Cyber Liability, and Automobile Liability insurance policy required by the AGREEMENT. All of .PARADIGM's sub-contractors shall be required to include AUTHORITY and PARADIGM as Additional Insured on all of their liability insurance policies. 5.4 PARADIGM's naming of the AUTHORITY as an additional insured on all of its liability insurance policies pursuant to this AGREEMENT shall afford coverage for the negligeh't and willful acts of PARADIGM, its agents, sub-contractors, or any other person(s) working for or on behalf of PARADIGM and performing any services required under this AGREEMENT. Any insurance the:PARADIGM is required to provide under this AGREEMENT is limited to the terms and conditions of indemnity.provisions in the AGREEMENT. 5.5 In the event that an agent, sub-contractor or other person(s) are used by PARADIGM in the performance of this AGREEMENT and they do not have insurance, or the insurance does not meet the insurance limits required under this AGREEMENT, PARADIGM shall indemnify and hold harmless the AUTHORITY for any claim in excess of the sub-contractor's insurance coverage. 5.6 PARADIGM shall not commence work under this AGREEMENT until all insurance required as stated herein has been obtained and such insurance has been approved by the AUTHORITY. ARTICLE 6 •STANDARD OF CARE 6.1 PARADIGM warrants that all services shall be performed by skilled and competent personnel to the highest professional standards in the field as more fully set forth in Exhibit 1. ARTICLE 7-INDEMNIFICATION 7.1 INDEMNIFICATION The indemnification provisions of this AGREEMENT are contained in Exhibit 1 and the services,obligations, duties and responsibilities set forth therein are intended to survive the termination or completion of this AGREEMENT. PARADIGM shall indemnify and hold harmless the AUTHORITY, and its officers and employees,from liabilities,damages or losses of any type whatsoever;Including costs and attorney's fees,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of PARADIGM, its agents, sub-contractors; or other persons employed or utilized by PARADIGM in the performance of this AGREEMENT. 7.2 SURVIVAL Upon completion of all services, obligations and duties provided for in this AGREEMENT, or in the event of termination of this AGREEMENT for any reason,the terms and conditions of this Article shall survive. ARTICLE 8-INDEPENDENT CONTRACTOR 8.1 PARADIGM is, and shall be, in the performance of all work services and activities performed under this AGREEMENT No. 19-202 -3- C ibC 6 AGREEMENT, an Independent contractor and not an employee, agent, or servant of the AUTHORITY. All persons engaged in any of the work or services performed pursuant to this AGREEMENT shall at all times, and in all places, be subject to the PARADIGM's sole direction, supervision, and control. PARADIGM shall exercise sole and exclusive control over the means and manner in which It and its employees perform the work, and in all respects PARADIGM's relationship and the relationship of its employees to the AUTHORITY shall be that of an independent contractor and not as employees or agents of the AUTHORITY. 8.2 PARADIGM does not have the power or authority to bind the AUTHORITY in any promise,AGREEMENT, or representation other than specifically provided for in this AGREEMENT. ARTICLE 9-AUTHORITY'S RESPONSIBILITIES The AUTHORITY's obligations under this AGREEMENT are set forth in Exhibit 1 and include providing access to all project sites, and providing information on hand required by PARADIGM, including existing reports, studies, financial information, and other required data that are available in the files of the AUTHORITY,Additionally,the AUTHORITY's responsibilities shall include those set forth in Part 5. AUTHORITY Responsibilities at pp. 309-311 of PARADIGM's Proposal. ARTICLE 10-UNCONTROLLABLE FORCES 10.1 The Force Majeure provisions of this AGREEMENT are set forth in Exhibit 1. Neither the AUTHORITY nor PARADIGM shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces,the effect of which, by the exercise of reasonable diligence, the non- performing party could not avoid. The term"Uncontrollable Forces"shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non-performing party, It includes, but is not limited to fire,flood, earthquakes, storms, lightning,epidemic, war, riot,civil disturbance, sabotage, and governmental actions. 10.2 Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non-performing party could have,with the exercise of reasonable diligence, prevented, removed or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this AGREEMENT. ARTICLE 11 -SEVERABILITY 11.1. The invalidity, illegality, or unenforceability of any provision of this AGREEMENT, or the occurrence of any event rendering any portion or provision of this AGREEMENT void, shall in no way affect the validity or enforceability of any other portion or provision of the AGREEMENT. Any void provision shall be deemed severed from the AGREEMENT and the balance of the AGREEMENT shall be construed and enforced as if the AGREEMENT did not contain the particular portion or provision held to be void. The parties further agree to reform the AGREEMENT to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 11.2 The provisions of this section shall not prevent the entire AGREEMENT from being void should a provision which is of the essence of the AGREEMENT be determined to be void. ARTICLE 12-TRUTH-IN-NEGOTIATION CERTIFICATE 12.1 Execution of this AGREEMENT by the PARADIGM shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this AGREEMENT are accurate,complete, and current as of the date of the AGREEMENT. AGREEMENT No. 19-202 -4- ( .(), t6C 6 12.2 The said rates and costs shall be adjusted to exclude any significant Urns should the AUTHORITY determine that the rates and costs Were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside PARADIGM. The AUTHORITY shall exercise its rights under this AGREEMENT within one (1)year following payment: ARTICLE 13 -PUBLIC RECORDS, ACCESS AND AUDITS 13.1 It is the intent of this Article to maintain compliance with the Florida Public Records Law, Ch. 119, Florida Statutes,as amended. 13.2 DESIGNATED RECORDS CUSTODIAN CONTACT INFORMATION: IF PARADIGM HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES; PARADIGM'S RESPONSIBILITY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: RECORDS MANAGER SOLID WASTE AUTHORITY OF PALM BEACH COUNTY 7501 NORTH JOG ROAD WEST PALM BEACH, FL 33412 561.640.4000 EXT. 4606 RECORDS CUSTODIAN@SWA.ORG 13.3 PARADIGM shall maintain records related to all charges, expenses; and costs incurred in estimating and performing the work, in accordance with the timeframes and classifications for records retention as per the General Records Schedule GS1-SL for State and Local Government Agencies (see: http://dos.dos.state.fl.us/library-archives/records-management/general-records-schedules/) after completion or termination of this AGREEMENT. Upon AUTHORITY'S request; PARADIGM shall provide AUTHORITY with access to such records during normal business hours at a location within Palm Beach County for purposes of inspection or audit. 13.4 Notwithstanding anything herein to the contrary, PARADIGM expressly acknowledges that; i)it is providing a specific service to the AUTHORITY in the performance of this AGREEMENT; ii) acting on behalf of the AUTHORITY in the performance of this AGREEMENT;iii)that it has read and is familiar with the Florida Public Records Law, Ch. 119, Florida Statutes,as amended,and both uhderstand its responsibility and obligation to comply with this law;and iv)to the extent any question(s)arise regarding its duties to produce public records, it shall contact the Records Manager with same. 13.5 Any public records requests directed to, or related in any way to this AGREEMENT, shall be directed solely to the Records Manager. If the requested records are not in the possession of the Records Manager, they shall immediately notify PARADIGM and PARADIGM must provide the records or allow access to the records within a reasonable time. If PARADIGM fails to provide the records to the public agency within a reasonable time may be subject to penalties under Florida Statutes(F.S)§119.10,and§119.10(2)provides that a person who willfully and knowingly violates the Public Records Act commits a Misdemeanor of the first degree,which is punishable by up to a year in jail and a fine not to exceed$1,000. 116 Therefore, PARADIGM Is required to: 1) Keep and maintain public records that ordinarily and necessarily Would be required by the AUTHORITY in order to perform the service; AGREEMENT No. 19-202 -5- C 16C 2) Upon AUTHORITY's request from the AUTHORITY's Records Manager; provide the AUTHORITY with a copy of the requested records to allow the records to be inspected or copied within a reasonable time on the same terms and conditions that the AUTHORITY would provide the records at a cost that does not exceed the cost provided by.Florida law; 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the AGREEMENT term and following the completion of the AGREEMENT if PARADIGM does not transfer the records to the AUTHORITY; and 4) Upon completion of the AGREEMENT,transfer at no cost to the AUTHORITY,all public records in possession of PARADIGM or keep and maintain public records to the AUTHORITY upon completion or termination of'the AGREEMENT; PARADIGM shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If PARADIGM keeps and maintains public records upon completion of the AGREEMENT, PARADIGM shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the AUTHORITY, upon request from the AUTHORITY's Records Manager, either during performance of the AGREEMENT or after termination or completion of the AGREEMENT in a format that is compatible with the information technology systems of the AUTHORITY. 13,7 Failure of PARADIGM to comply with these requirements shall be a material breach of this AGREEMENT, ARTICLE 14-INSPECTOR GENERAL Palm Beach County has established the Office of the Inspector General (OIG), Ordinance No. 2009-049, which is authorized and empowered to review past,present and proposed county contracts,transactions,accounts and records. The AUTHORITY has entered into an interlooal AGREEMENT(ILA)for Inspector General Services.This AGREEMENT provides for the Inspector General to provide services to the AUTHORITY in accordance with the authority,functions and powers set out in the Palm Beach county Office of Inspector General Ordinance. All parties doing business with the AUTHORITY and receiving AUTHORITY funds shall fully cooperate with the Inspector General including providing access to records relating to this AGREEMENT. The Inspector General has the power to subpoena witnesses, administer oaths, require the production of records, and audit, investigate, monitor, and inspect the activities of PARADIGM, PARADIGM its officers, agents, employees, and lobbyists in order to ensure compliance with contract specifications and detect corruption and fraud. Failure to cooperate with the Inspector General or interference or impeding any investigation shall be jn violation of Ordinance 2009-049, and punished pursuant to Section 125.69, Florida Statutes,in the same manner as a second-degree misdemeanor. ARTICLE 15-NOTICE Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid as follows: AS TO AUTHORITY Solid Waste Authority of Palm Beach County 7501 North Jog Road West Palm Beach, Florida 33412 Attention: Executive Director Office No.: 561-640-4000 Ext.4522 Fax No.: 561-640-3400 AGREEMENT No. 19-202 -6- +;AO 16C 6 AS TO PARADIGM Paradigm Software, L,L.C. 113 Old Padonia Road Suite 200 Cockeysville, Maryland 21030. Attention: Mr.Jackie W. Barlow, II, Chief Operating Officer Office No.: 410-329-1300 Fax No.: 443-275-2509 E-Mall: jaakie.barlow@paradigmsoftware.com Notices shall be effective when received at the addresses as specified above. Changes in the respective addresses to which such notice is to be directed may be made from time to time by either party by written notice to the other party. Facsimile transmission is acceptable notice effective when received, however, facsimile transmissions received (i.e.; printed) after 5:00 p.m, or on weekends or holidays, will be deemed received oh the next business day. The original of the notice must additionally be mailed as required herein. Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of PARADIGM and AUTHORITY by other means. ARTICLE 16-CONTRACT ADMINISTRATION Services of PARADIGM shall be under the general direction of Director of Finance,or designee,who shall act as the AUTHORITY's representative during the term of the AGREEMENT. ARTICLE 17-KEY PERSONNEL PARADIGM shall notify the AUTHORITY in the event of key personnel changes which might affect this AGREEMENT. Notification shall be made to the AUTHORITY, in writing, within ten (10)days Of said changes. The AUTHORITY has the right to reject proposed changes in key personnel. The following personnel shall be considered key personnel: Art Cate—Vice President of Implementations Office No.: 410-329-1300 E-Mail: art.cate@PARADIGMsoftware.com 111.11.11111 ARTICLE 18—EQUAL BUSINESS OPPORTUNITY PROGRAM 18.1 SMALLIMINORITYIWOMEN BUSINESS ENTERPRISE(SIM/ BE) PARTICIPATION: The Governing Board Of the AUTHORITY a has implemented the Economic Inclusion Policy administered by the Equal Business Opportunity(EBO)Program Office to ensure that all segments of its business population, including, but not limited to small, local, minority, and women-owhed businesses, have an equitable opportunity to participate in the AUTHORITY's procurement process as described in Section 6 of the Purchasing Manual, as incorporated herein. A. Affirmative Procurement Initiative(API): The AUTHORITY has applied the following contract-specific Affirmative Procurement Initiative (API) to this AGREEMENT. PARADIGM hereby acknowledges and agrees the selected API requirement shall also be extended to any change order or subsequent contract modification, and absent EBO's granting AGREEMENT No. 19-202 -7- CIAO t6C 6 of a waiver, that its full compliance with the following API terms and conditions are material to its satisfactory performance under this AGREEMENT. SMALL BUSINESS ENTERPRISE (SBE) SUB-PARADIGM PARTICIPATION: The AUTHORITY established a mandatory 10% participation goal for Small Business Enterprise (SBE) participation in this AGREEMENTAGREEMENT in accordance with the solicitation. B. Sub-Contractor/Supplier Utilization Plan: The Sub-Contractor's Supplier Utilization Plan submitted by PARADIGM to the AUTHORITY with its proposal for this AGREEMENT contains the names of the certified S/M/WBE Sub-PARADIGMs to be used by PARADIGM on this AGREEMENT,the respective percentages and dollar value of the total prime contract dollar value to be awarded and performed by each S/M/WBE Sub-Contractor, and supporting documentation, including a description of each S/M/WBE Sub-Contractor's scope of work and confirmation of each S/M/WBE Sub-PARADIGM's commitment to perform such scope of work for an agreed upon dollar amount is hereby attached and incorporated by reference into the material terms of this AGREEMENT. In the absence of a waiver granted by the EBO, the failure of PARADIGM to attain this subcontracting goal for SIM/WBE firm participation in the performance of a Commercially Useful Function under the terms of its AGREEMENT shall be a material breach and grounds for termination of the AGREEMENT with the AUTHORITY , and may result in debarment from performing future AUTHORITY contracts, withholding of payment for retainage up to the dollar amount of the underutilization below the agreed upon S/M/WBE subcontracting goal, and/or shall be subject to any other remedies available under the terms of this AGREEMENT for violations of the EBO Program Policy, or under any other law. C. Calculating S/M/WBE Participation: The percentage of participation shall be calculated by dividing the actual payments made to local certified S/M/WBE firms providing goods and/or services necessary to support the required services under this AGREEMENT by actual payments made to the Prime PARADIGM. • The goal is to encourage doing business with certified local S/MIWBE firms with certifications from any certifying organization in the State of Florida approved by the AUTHORITY. For the purpose of this requirement, an eligible local S/M/WBE firm included in the PARADIGM's plan submitted in response to the solicitation giving rise to this AGREEMENT must have had a valid certification prior to the due date for responses to RFP No. 19-202/DL. Certified local S/M/WBE firms added after contract award must have a valid certification prior to the date upon which they are added. Furthermore, such firms shall be domiciled in Palm Beach County as defined in the AUTHORITY's Purchasing Manual, Section 6, incorporated herein by specific reference,as of the aforementioned dates required for certification. D. Demonstration of Good Faith Effort: For the purposes of this AGREEMENT, "Good Faith Effort"as defined in the AUTHORITY's Purchasing Manual, is incorporated herein, The Sub-Contractor Supplier Utilization Plan is a binding part of this AGREEMENT which states the PARADIGM's commitment for the use of Sub-PARADIGMs/Suppliers in the performance of this AGREEMENT, and states the name, scope of work, and dollar value of work to be performed by each of PARADIGM's Sub-Contractor's/Suppliers in the course of the performance of this AGREEMENT, specifying the S/M/WBE Certification category for each Sub-Contractor/Supplier, as approved by the EBO Office by submitting such additions, deletions or modifications of the Sub- Contractor/Supplier names, scopes of work, or dollar values of work to be performed. Upon approval by the EBO office or its designee of the requested additions, deletions or modifications, it shall constitute a duly authorized modification of this AGREEMENT. Among other things,in demonstration of a Good Faith Effort in relation to this AGREEMENT, PARADIGM shall follow all requirements of the EBO Program, AGREEMENT No. 19-202 -8- C I �6 including: 1. If, awarded PARADIGM is unable to meet the participation requirements for S/M/WBEs specified in its Sub-Contractor/Supplier Utilization Plan, PARADIGM shall seek substitute or additional S/M/WBEs to fulfill the requirements. The requested substitution must be approved by the Coordinator of the EBO Office or designee and the Originating Department Director or designee. 2. If, after reasonable Good Faith Efforts,the PARADIGM is unable to find an acceptable substitute or additional S/M/WBE, a post-award waiver shall be requested by the PARADIGM. The request shall document the reasons for the PARADIGM's inability to meet the goal requirement. In the event the PARADIGM is found not to have performed Good Faith Efforts in its attempt to find a suitable substitute or additional replacement for the initial S/M/WBE proposed utilization, the AGREEMENT may, in the AUTHORITY's sole discretion, be terminated for material breach and or other penalties and sanctions within the law. 3. If requesting a post-award vendor subcontracting waiver,the PARADIGM shall request waiver of a specified subcontracting goal by submitting a Post-AWvard Vendor Subcontracting Waiver Request Form (See EXHIBIT"C"). Documentation and supporting evidence of all good faith efforts made to comply with the subcontracting goal must also be submitted. E. Equal Business Opportunity(EBO) Program Compliance—General Provisions 1. PARADIGM acknowledges that the AUTHORITY's EBO Program is in furtherance of the AUTHORITY'S efforts at economic inclusion,and that PARADIGM's commitments, including but not limited to, the Sub-Contractor Supplier Utilization Plan, are part of PARADIGM"s scope of work as referenced in the AUTHORITY's RFP that formed the basIs for contract award and subsequent execution of this AGREEMENT. PARADIGM's compliance With the EBO Program and exercise of a Good Faith Effort to achieve the SBE Participation Goals are considered by the parties to this AGREEMENT to be material terms. PARADIGM volOhtari(y agrees to fully comply with the EBO Program terms as a condition for being awarded this AGREEMENT by the AUTHORITY. Without limitation, PARADIGM further agrees to the following terms as part of its contract compliance responsibilities under the EBO Program: a) PARADIGM shall cooperate fully with the EBO Office and other AUTHORITY departments in their data collection and monitoring efforts regarding PARADIGM's utilization and payment of and all of Its sub-PARADIGMs and suppliers, including both S/MIWBE and non-S/M/WBE firms for their performance of Commercially Useful Functions on this AGREEMENT,including,but not limited to, the timely submission of completed forms to the Office of EBO as specified in the EBO Program Policy & Procedures, the timely submittal of Monthly Sub-Contractor Supplier Utilization Reports (EXHIBIT"D"), and when established; the entry of data into the Centralized Bidder Registration System (CBR), and ensuring the timely compliance of its sub-contractors and suppliers with this requirement; b) PARADIGM shall cooperate fully with any AUTHORITY or EBO investigation (and shall also respond truthfully and promptly to any AUTHORITY of EBO inquiry) regarding possible non- compliance with EBO Program requirements on the part of PARADIGM or its Sub-PARADIGMs or suppliers; c) PARADIGM shall permit the EBO, upon reasonable Notice, to undertake inspections as necessary, Including, but not limited to, contract-related correspondence, records, documents, payroll records, daily logs, invoices, bills, cancelled cheeks, and work product, and to interview Sub-Contractors and workers to determine whether there has been a violation of the terms of this AGREEMENT; AGREEMENT No. 19-202 -9- (C8) 16C 6 d) PARADIGM shall immediately notify the AUTHORITY through the EBO or the Originating Department for this AGREEMENT of any proposed changes to PARADIGM;s Sub-Contractor/ Supplier Utilization Plan, with an explanation of the necessity for such proposed changes, including documentation of Good Faith Efforts made by PARADIGM to replace the Sub- Contractor/Supplier in accordance with the applicable Affirmative Procurement Initiative. All proposed changes to the Sub-Contractor/Supplier Utilization Plan, including,but not limited to, proposed self-performance of work by PARADIGM of work previously designated for performance by Sub-Contractor or supplier,substitutions of new Sub-Contractors,terminations of previously designated Sub-Contractors,or reductions in the scope of work and value of work awarded to Sub-Contractors or suppliers by submitting a Post Award Vendor Subcontracting Waiver Request(EXHIBIT"E")and Change To Utilization Plan form (EXHIBIT"F"),and shall be subject to advanced written approval by the Originating Department and the EBO; e) PARADIGM shall immediately notify the Originating Department and EBO of any transfer or assignment of its AGREEMENT with the AUTHORITY, as well as any transfer or change in its ownership or business structure; f) PARADIGM shall retain all records of its Sub-Contractor payments for this AGREEMENT for a minimum of five(5)years following the conclusion of this AGREEMENT; g) In instances wherein the EBO determines that a Commercially Useful Function is not actually being performed by the S/M/WBE firms listed in a PARADIGM's Sub-Contractor/Supplier Utilization Plan, PARADIGM shall not be given credit for the participation of its S/M/WBE sub- Contractor(s) or joint venture partner(s) towards attainment of S/M/WBE firm utilization goals, and PARADIGM and its listed S/M/WBE firms may be subject to sanctions and penalties in accordance with the EBO Program Policy and Procedures and any other penalties allowed by law. h) PARADIGM acknowledges that the AUTHORITY will not execute an AGREEMENT for this Project until PARADIGM and each of its Sub-Contractors for this Project have registered and/or maintained active status in the AUTHORITY's Vendor Registration System and when established its CBR, and PARADIGM has represented to the AUTHORITY which primary commodity codes each registered Sub-Contractor will be performing under for this AGREEMENT; i) PARADIGM acknowledges that the AUTHORITY will not execute this AGREEMENT for this Project until the PARADIGM provides an executed AGREEMENT with each of its S/MANBE Sub-Contractors or suppliers with a contract term having the same as with this AGREEMENT at a minimum. F. Affirmative Procurement Initiatives—Compliance 1. Commercial Nondiscrimination Policy Compliance: As a condition of entering into this AGREEMENT, the PARADIGM represents and warrants that it has complied with throughout the course of this bidding and contract award process,and will continue to comply with,the AUTHORITY's Commercial Nondiscrimination Policy,as described under Section 6 of its Purchasing Manual, as incorporated herein. As part of such compliance, PARADIGM shall not discriminate on. the basis of race, color, religion, ancestry or national origin, sex, age, marital status,sexual orientation, or on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring or commercial treatment of Sub-Contractors, vendors, suppliers, or commercial customers,nor shall the company retaliate against any person for reporting instances of such discrimination.The company shall provide equal opportunity for Sub-Contractors,vendors and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the AGREEMENT No. 19-202 - 10- (',AO ! 6C 6 AUTHORITY's relevant marketplace.The company understands and agrees that a material violation of this clause shall be considered a material breach of this AGREEMENT and may result in termination of this AGREEMENT, disqualification of the company from participating in AUTHORITY contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. PARADIGM's certification Of its compliance with this Commercial Nondiscrimination Policy as submitted to the AUTHORITY pursuant to the bid solicitation for this AGREEMENT.is hereby attached and incorporated into the material terms of this AGREEMENT. PARADIGM shall incorporate this clause into each of Its Sub-Contractor and supplier Agreements entered into pursuant to AUTHORITY contracts. a) By execution of this AGREEMENT, PARADIGM certifies that the statements set forth above in this section are true and correct. 2. Prompt Payment: Upon execution of this AGREEMENT by PARADIGM, it shall be required to submit to the AUTHORITY accurate payment information with each invoice regarding each of its sub-Contractors to ensure that the PARADIGM reported subcontractor participation is accurate. PARADIGM shall pay its Sub-Contractors in compliance within timeframes set forth within ten (10) days of receipt of payment from the AUTHORITY,whichever is sooner. 3. Violations: In addition to the above, PARADIGM acknowledges and agrees that it is a violation of the EBO Program Policy and Procedures and a material breach of this AGREEMENT to: a) Fraudulently obtain, retain, or attempt to obtain, or aid another in fraudulently obtaining, retaining, or attempting to obtain or retain Certification status as an SBE, MBE, WBE, M/WBE for purposes of benefitting from the EBO Program; b) Willfully falsify, conceal or cover up by a trick, scheme or device, a material fact or make any false,fictitious or fraudulent statements or representations, or make use of any false writing or document, knowing the same to contain any false, fictitious or fraudulent statement or entry pursuant to the terms of the EBO Program; c) Willfully obstruct, impede or attempt to obstruct or impede any authorized official or employee who is investigating the qualifications of a business entity which has requested Certification as an S/MM/BE firm; d) Fraudulently obtain,attempt to obtain or aid another person fraudulently obtaining or attempting to obtain public monies to which the person is not entitled under the terms of the EBO Program; and e) Make false statements to any entity that any other entity is,or is not, certified as an S/M/WBE for purposes of the EBO Program. 4. Penalties, Sanctions and Debarment: Any person who violated the provisions of this section shall be subject to the sanctions and penalty provisions of Section 6.1 through Section 6.4 of the AUTHORITY's Purchasing Manual, as incorporated herein by reference that include,but are not limited to: a) Suspension of contract; b) Withholding of funds; AGREEMENT No. 19-202 -11 - C:AO 16C c) Rescission of contract based upon a material breach of contract pertaining to SIM/WBE Program compliance; d) Refusal to accept a response or proposal; and e) Disqualification of PARADIGM or other business firm from eligibility for providing goods or services to the AUTHORITY for a period not to exceed three(3)years(subject to change)(upon AUTHORITY Board approval). ARTICLE 19—AGREEMENTS WITH OTHER GOVERNMENTAL ENTITIES 19.1 PARADIGM agrees that this AGREEMENT constitutes an offer to all governmental entities in the State of Florida and throughout the United States or its territories under the same terms and conditions, for the same prices and for the same effective period as specified in this AGREEMENT should PARADIGM deem it in the best interest of their business to do so. ARTICLE 20=THIRD PARTY BENEFICIARY DISCLAIMER Third Party Beneficiaries, if any,shall only include those set forth in Exhibit 1. REMAINDER OF PAGE LEFT BLANK INTENTIONALLY AGREEMENT No. 19-202 - 12- ___ cho 16C 6 In Witness Whereof,the Solid Waste Authority of Palm Beach County, and Paradigm Software, L.L.C. has executed this AGREEMENT all as of the day and year first above written, SOLID WASTE AUTHORITY OF PALM BEACH COUNTY: Witness: 1. By, Daniel pellowitz Executive Director 2. APPROVE AS TO LEGAL SUFFICIENCY APPROVE AS TO TERMS AND CONDITIONS By: By: H and J. alco Ill Signature General ouns . 73e1E►J PAR i 5 Print Name — /AEcibg, PN Ank ffk `5 i(.25 Title PARADIGM SOFTWARE, LL.C.: Attest: vL� By: (Corporate Secretary) 7$ ' ie W. Barlow, II ief Operating Officer Witness: Date: /// r/ 2--0/9. 1. (Affix Corporate Seal) • AGREEMENT No. 19-202 - 13- 1 6C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT Paradigm Software System, L.L.C. ("Paradigm"), by its acceptance of this Standard Support Services and Licensing Agreement including the following signature page, the Terms and Conditions and all applicable Addenda, Attachments, Exhibits and Schedules identified herein below (collectively, this "Agreement") agrees to sell and provide to the Solid Waste Authority of Palm Beach County, Florida(the"Authority"), and the Authority agrees to purchase and accept, a license for the specific computer Software System and support services relating to the CompuWeighTM Version 6 (the "Software System") from Paradigm to the Authority in accordance with the terms and conditions of this Agreement. From time to time, Paradigm and the Authority may each be referred to as a"Party" and collectively as the "Parties". RECITALS WHEREAS, Paradigm acknowledges and agrees that the Authority is contracting for an off-the-shelf Software System designed for solid waste management scale operations, waste materials accounting and reporting, point of sale ("POS") and the Authority accounts receivable billing activities for an existing system of weigh scale sites located throughout Palm Beach County, Florida. The system shall include a fully integrated accounts receivables system ("A/R System"), which A/R System is a component of the products to be provided by Paradigm under this Agreement, and shall provide the Software System and other services necessary to service the Authority's six (6) transfer stations, two (2) renewable energy facilities, a recovered Materials Processing Facility, a Biosolids Processing Facility, and a landfill all currently operated by the Authority, as well as any other location or site hereinafter used by the Authority for its business operations in Palm Beach County, Florida (hereinafter collectively the "Authority's Facilities"). WHEREAS, Paradigm has also agreed to provide services to the Authority under this Agreement in accordance with the terms and conditions contained herein. Amendments to this Agreement cannot vary any terms or conditions of this Agreement without clearly referencing the paragraph number that is being altered, changed or amended. In reliance on the representations and warranties of Paradigm set forth in (i) this Agreement, and (ii) Paradigm's Response (as hereinafter defined) to the Authority's Request for Proposal for Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System, RFP No. 19- 202/DL dated October 2018 (the "RFP"); as noted above, Paradigm's response is entitled "Proposal for Solid Waste Authority of Palm Beach County, FL For Integrated Point. of Sale/Vehicle Scale Software Management and Accounts Receivable System, RFP No. 19- 202/DL" submitted under cover letter dated January 14, 2019 ("Paradigm's Response"), all such representations and warranties are incorporated in this Agreement. For the purposes of this Agreement, the Parties hereby acknowledge and agree that Paradigm's proposed Standard Support Services and Licensing Agreement and all Addenda and Exhibits thereto, set forth on pages 255-308 of Paradigm's Response are specifically excluded from the incorporation by Exhibit 1 to Agreement No. 19-202 c,'° 1iC 6 reference provided herein, and shall be of no further force or effect as such proposed agreement has been superceded by this Agreement. WHEREAS, the Authority has retained Paradigm to perform and Paradigm has agreed to perform the Scope of Work pursuant to the Implementation Milestones set forth on Exhibit A (Scope of Work (Implementation Milestones)) to Addendum A (System Implementation) in accordance with the Terms and Conditions set forth in this Agreement, and for each year during the Term (as hereinafter defined) of this Agreement to perform and deliver, or cause to be performed and delivered, the Software System, Support Services and the License set forth in this Agreement. This Agreement may be executed in parts and may be amended by written amendment signed by the Authority and Paradigm. WHEREAS, the following terms shall apply to this Agreement. (a) Territory: to serve users locally and remotely at the Authority's Facilities with respect to the Authority's operations and activities in Palm Beach County, Florida. (b) Field of Use: an Integrated POS/Vehicle scale software management and accounts receivable system used in the solid waste management services and recycling service and programs performed by the Authority for Palm Beach County's 1.4 million residents and businesses. WHEREAS, Paradigm agrees and hereby grants to the Authority a royalty-free, paid-up, nonexclusive, nontransferable license to use, maintain and integrate (through program interfaces or other methods) the Software System and all standard functionality of Paradigm's standard software and the functionality described in the RFP, Paradigm's Response, and this Agreement (the "License"), to deliver and install the Software System, and to sell, deliver and install for the Authority the hardware necessary to use the Software System in accordance with the terms and conditions of this Agreement. WHEREAS, Paradigm and the Authority hereby agree that these Recitals are an important part of this Agreement and are incorporated into and a part of this Agreement. WHEREAS, the relationship between Paradigm and the Authority are governed by this Agreement, including without limitation, any and all modifications, configurations, and custom programming, as specified in the attached as well as all revisions or ordered customizations of the Software System. This Agreement has the following documents attached hereto: ■ Terms and Conditions ■ ADDENDUM A: System Implementation Exhibit A: Scope of Work(Implementation Milestones) Exhibit B: Purchase Price Schedule 2 Exhibit 1 to Agreement No. 19-202 C:P.O iOC 6 Exhibit C: Payment Schedule Exhibit D: Hardware Inventory ■ ADDENDUM B: Service Levels ■ ADDENDUM C: Escrow Agreement • ADDENDUM D: Credit Card Processing Schedule A Schedule B NOW THEREFORE, for consideration paid, the sufficiency of which is hereby acknowledged and agreed to,Paradigm and the Authority hereby agree as set forth below. 3 Exhibit 1 to Agreement No. 19-202 16 +C 6 TERMS AND CONDITIONS 1. LICENSE. (a) Background. Paradigm and/or its suppliers have designed, developed, and made available proprietary computer software containing trade secrets of Paradigm and/or its suppliers which will be incorporated in the Software System designed for the Authority. Use of the Software System is strictly governed by the terms of this Agreement. No right, title, interest, privilege or ownership in the Software System is transferred to the Authority. The License granted hereby is for use by the Authority and the parties which the Authority serves in the Territory and the Field of Use by an unlimited number of users and at all the Authority's Facilities. (b) License. Paradigm grants the Authority, during the Term set forth below, the License as described above and specified herein, for use by the Authority and the parties which the Authority serves, within the Territory and the Field of Use. (c) Defined Terms. Note that any terms defined herein shall have the meaning set forth as a defined term under this specific Agreement regardless of any contrary term defined in that certain Integrated Point of Sale/Vehicle Scale Software Management and Accounts Receivable System between the parties hereto (Agreement No. 19-202) (the "Integrated Point of Sale Agreement") to which this Agreement may be attached or is entered into simultaneously herewith this Agreement. 2. COMMENCEMENT AND PERFORMANCE OF SERVICES. (a) Services. This Agreement commences upon execution of this Agreement by both Parties and terminates upon the Terms and Conditions of this Agreement unless terminated earlier as per Section 26 (Termination). Paradigm shall provide all professional or other services that may be requested by the Authority in connection with the installation and implementation of the Software System, including without limitation, all consulting, design and build, implementation, integration, assistance with testing, development, custom programming, conversion, transition training and support services, which are at a minimum, described in the RFP (and shall be enhanced, modified, amended and revised by the parties from time to time as provided herein) and Paradigm's Response thereto, as such services are further defined and described in the Addendum to this Agreement (hereinafter, individually or collectively, the "Services"). Paradigm shall also provide the License described in this Agreement and in Addendums A and B attached hereto (Services and Licenses) and the Source Code referenced in Section 19(g) (Source Code) below. The parties shall identify certain Milestones set forth in Exhibit A (Scope of Work (Implementation Milestones)) to Addendum A (System Implementation) as critical stages of the project ("Critical Path Milestones"). Each payment installment shall be conditioned upon the Acceptance of a Critical Path Milestone pursuant to the Acceptance criteria set forth in this Agreement and as defined below in Section 22 (Acceptance) of this Agreement. 4 Exhibit 1 to Agreement No. 19-202 C i ` C Paradigm agrees to perform the Services required under this Agreement and provide the License and the Authority agrees to compensate Paradigm for its performance of the Services and provision of the License in accordance with the terms of this Agreement. All software comprising the Software System, databases, materials, information and other products and Services (including all Documentation and all Materials) shall be"Deliverables". Paradigm shall perform all of its obligations with respect to the Services and License in accordance with the performance standards, timetables and deliverables set forth in this Agreement. Paradigm shall furnish all labor, materials, equipment products, tools, transportation, supplies and other costs required to perform the Services as defined in this Agreement. Paradigm represents that it has, or will secure at its own expense, all necessary personnel required to perform the Services under this Agreement ("Paradigm Personnel"). Paradigm represents and warrants that all Services shall be performed by the Paradigm Personnel and that the Paradigm Personnel are skilled and competent to the highest professional standards in the field. (b) Additional Services. Upon request of the Authority, Paradigm shall also provide additional Services at Paradigm's most favorable rates, including without limitation, any Services necessary to extend the capabilities of the Software System and the License. 3. SUPPORT. Provided payment of the Maximum Price (as defined in Section 4.a (Maximum Price) and 4(e)(Most Favored Customer Pricing) below) has been made as required hereunder, Paradigm shall perform all the Services provided for under this Agreement according to the Milestones set forth in Exhibit A (Scope of Work (Implementation Milestones) to Addendum A (System Implementation). Paradigm shall further provide the Authority with Standard Support Services (as defined in Section 12 (Standard Support Services) below). 4. CHARGES, FEES AND PAYMENT. (a) Maximum Price. Paradigm shall create and install the Software System and perform all the Services provided under this Agreement and provide the License and all Deliverables, all as more specifically described in the Addendum pursuant to the terms, conditions and Acceptance criteria set forth in this Agreement, for no more than $1,531,129.79 (the "Maximum Price"), as such pricing was set forth in Paradigm's Response, and such pricing is more specifically set forth on Exhibit B (Payment Schedule) to Addendum A (System Implementation). The Authority shall pay the charges and annual fee for the Standard Support Services as specified in Exhibit B (Purchase Price Schedule) to Addendum A (System Implementation), which charges and fees shall not exceed the Maximum Price set forth above as adjusted pursuant to subsection (c) below, excluding price changes resulting from change orders. Some payments set forth in the Maximum Price have been estimated by Paradigm in Paradigm's Response, but in no event shall the total costs and fees paid by the Authority (whether estimated or not) under this Agreement for the License, Software System and all Services and Deliverables exceed the Maximum Price except as adjusted pursuant to Section 4(c) below. Exhibit C (Payment Schedule) to Addendum A (System Implementation) provides timing and amounts to be paid to Paradigm under this Agreement. 5 Exhibit 1 to Agreement No. 19-202 16C 6 (b) Late Charges. The Authority will pay a late charge of one and one-half percent(1 '/%) of any amount not paid within forty-five (45) days of the due date or date of invoice, whichever is later. (c) Annual Fee Adjustments. At its sole discretion, Paradigm may increase its annual license fee and its annual charges for Support Services once each year by giving the Authority at least ninety (90) days' prior written notice prior to the affected term provided however, in no event shall the cost of such annual Support Services increase more than the lesser of the (i) CPI- U adjustment, or (ii) two (2%) percent per year, and in all events, the cost of the annual Support Services provided to the Authority shall be the most favored customer pricing provided for in subsection(e) below. (d) Costs of Additional Services. If Paradigm provides additional services not expressly agreed to in this Agreement, Paradigm will advise the Authority of such additional charges and upon written (email shall suffice) consent to proceed with such additional services, the Authority will be charged and agrees to pay for them at Paradigm's then-applicable rates (subject to subsection (e) below). The process to implement any changes in the scope of work is set forth in Section 17 (Changes in Scope of Work and Change Orders). (e) Most Favored Customer Pricing. Notwithstanding anything to the contrary contained in this Agreement, to the extent additional services are required from Paradigm relating to the License and Software System, including but not limited to, its integration with other software or the extension of its capabilities to meet needs of the Authority as well as any additional Maintenance Services, Paradigm shall provide the Authority with the best pricing which it provides to any other customer with the same requirements, size and configuration of the License or Software System (excluding for this purpose short-term introductory or trial arrangements). Regardless of such most favored customer pricing, in no event shall the pricing for Services increase at a rate in excess of the lesser of the (i) CPI-U adjustment or (ii) two (2%) percent per year. References to the "then-applicable rate(s)" or words of similar import, shall mean any rate negotiated taking into consideration the provisions of this subsection(e). 5. EXEMPTION FROM TAXES. The Authority is currently exempt from payment of Florida State Sales and Use Taxes. The Authority will sign an exemption certificate submitted by Paradigm. Paradigm shall not be exempted from paying sales tax to its suppliers for any materials used to fulfill contractual obligations with the Authority, nor is Paradigm authorized to use the Authority's Tax Exemption Number in securing such materials. Paradigm shall be responsible for payment of its own withholding and other employment taxes with respect to this Agreement. Prices and fees are exclusive of all current or future excise, sales, use, occupational, or like taxes, and in the event the Authority is no longer tax exempt, the Authority agrees to pay the required taxes. Exemption from such taxes, if any, shall be the responsibility of the Authority to pursue. 6. THE AUTHORITY'S RESPONSIBILITIES. The Authority agrees to test, and if operable, accept and use updates, amendments and alterations to the Software System furnished to the Authority hereunder and to install and maintain for the duration of this Agreement, secure connection for remote support approved by Paradigm. The Authority shall allow Paradigm access to the Software System via this remote connection for the purpose of permitting Paradigm 6 Exhibit 1 to Agreement No. 19-202 rho 1 6C 6 to provide the Standard Support Services. The Authority will also provide Paradigm with data dumps as requested, and with sufficient support and test time on the Authority's computer system to duplicate any conditions or problems identified by the Authority or Paradigm. 7. PARADIGM'S RESPONSIBILITIES. Paradigm shall perform the Services and provide the License and Deliverables in a manner that shall: (a) avoid any adverse impact on the business, operations, financial condition and/or prospects of the Authority, and (b) not degrade the services then being received by the Authority from other third parties or provided internally by the Authority. Prior to undertaking any Services-related activity or task, Paradigm shall discuss with the Authority all known material risks and shall not proceed with such activity or task until the Authority is satisfied with the plans with regard to such risks (provided, however, that, neither Paradigm's disclosure of any such risks to the Authority, nor the Authority's acquiescence in Paradigm's plans, shall operate or be construed as limiting Paradigm's responsibilities under this Agreement). Paradigm shall identify and resolve any problems that may impede or delay the timely completion of each task in this Agreement or in any statement of work that is Paradigm's responsibility and shall use its best efforts to assist the Authority with the resolution of any problems that may impede or delay the timely completion of each task in this Agreement or any statement of work that is the Authority's responsibility. 8. COMPATIBILITY AND INTER-OPERABILITY. As part of the Services to be provided under this Agreement, Paradigm shall ensure that all of the Authority's computer, interne and data systems ("the Authority Systems") shall be successfully integrated, interfaced and compatible with the Services, License and Deliverables and that adequate and appropriate (as determined by the Authority) architectural functions and structural integration exists between and among the Authority Systems and the Services, License and Deliverables such that the Services, License and Deliverables have the capability to communicate, execute programs or transfer data seamlessly with the Authority Systems. Further, Paradigm and the Authority shall collaborate to ensure that the Services, License and/or Deliverables shall not adversely affect the Authority Systems, whether as to functionality, speed, service levels, interconnectivity, reliability, availability, performance, response times, or similar measures. The requirements of this Section 8 (Compatibility and Interoperability) shall be referred to as the "Interoperability Requirements". 9. API DEVELOPMENT AND MODIFICATIONS. As required by the Authority, and in accordance with the change order process in Section 17 (Changes in Scope of Work and Change Orders) of this Agreement and in order to meet the Interoperability Requirements, Paradigm shall develop the Services provided under this Agreement with such application program interfaces or other access vehicles (i.e. web services) or methodologies ("APIs") to provide reasonable interoperability with other software in use by the Authority and such APIs shall be considered Deliverables hereunder and will be provided pursuant to Section 19(g) (Source Code). If an API problem occurs, or if a modification to an API is required, Paradigm agrees that it will cooperate with all applicable third parties to modify the API as necessary so that the API performs in accordance with the applicable specifications set forth in the RFP or developed pursuant to this Agreement (the "Specifications") and any documentation provided with the API. If an API modification is required because of a third party system change or problem, Paradigm shall implement such modification pursuant to this Agreement or, in the event such modification relates to adding functionality beyond that set forth in the Specifications 7 Exhibit 1 to Agreement No. 19-202 6C ,6 or Documentation, such modification shall be implemented in accordance with the Change Order procedure described in Section 17 (Changes in Scope of Work and Change Orders). If such modification is required to meet applicable Specifications or Documentation under the Specifications or Documentation or due to a failure of the Paradigm portion of the API to operate in accordance with the applicable Specifications or Documentation, Paradigm shall implement such modification at no additional cost or expense to the Authority. 10. KNOW-HOW TRANSFER; DOCUMENTATION. During the Tenn of this Agreement and during the course of performance of the Services, Paradigm shall, transfer knowledge, ideas, concepts, information and the like regarding the Software System, the Services, License, and Deliverables in order that the Authority shall become self-reliant with respect to the day-to-day operation and provision of the Software System, Services, License and Deliverables and will be able to develop and implement, directly or through third party vendors, all necessary interfaces between the Services, License and Deliverables and the Authority's Systems (collectively, "Know-How"). The transfer of Know-How may include attendance by the Authority-designated employees at Paradigm's training programs that relate to the Software System, Services, License and/or Deliverables. In addition, Paradigm's transfer of Know-How shall include information and/or programs, tools and other materials, which may include knowledge relating to the following: (a) data files, file and data definitions and relationships, data definition specifications, data models, interfaces, program architecture, program structure, sequence and organization, screen displays, reference and user manuals, design and functional specifications relating to the Software System, License, Services and/or Deliverables; (b) maintenance, support utilities and tools relating to the Software System, Services, License and /or Deliverables; (c) security requirements and methodologies relating to the Software System, Services, License and/or Deliverables; and (d) such other material to which the Parties mutually agree in writing. Paradigm shall provide the Authority with a full set of Documentation for the Deliverables and the System Software and Documentation for the System Software and Deliverables will be sufficient to (i) permit the ongoing training of clerical end-user to access and utilize all functionality of the System Software and the Deliverables; (ii) permit the internal technical staff for the Authority to provide internal support for the System Software and Deliverables; (iii) permit a reasonably skilled service provider to review and rework System Software and Deliverables, (iv) to permit the Authority and its other vendors to integrate other software with the System Software, License and Deliverables (which may be through provided application program interfaces or other methods), and (v)to permit the Authority to perform data backup and restore procedures using adequate or Paradigm recommended programs. This Documentation will be provided by Paradigm and will be current and delivered to the Authority in paper and electronic form. 11. COVERAGE. (a) Software. The Software System is eligible for Standard Support Services (as defined below), at no additional cost or expense other than costs identified in this Agreement, as such may be updated and provided to the Authority by Paradigm at no additional cost from time to time, with all current modules, applications, amendments, alterations, enhancements, improvements and updates furnished to 8 Exhibit 1 to Agreement No.19-202 t6C 6 the Authority from time to time under warranty. The annual support costs include the daily use of the application, bug fixes, and Version Updates as defined in Section 6 (Term and Renewal) of Addendum A (System Implementation). Standard Support Services shall be rendered only to the Authority's currently supported version of the Software System running with the applicable operating system version supported by Paradigm; provided that notwithstanding anything to the contrary set forth in this Agreement, Paradigm hereby represents, warrants, covenants and agrees that it will support the form of the Software System and License then in use by the Authority for a minimum of two (2) years from the release date of the next version of the Software System (the "Version Support Period"). (b) Hardware/Inventory. Paradigm shall provide remote assistance in the support, repair and replacement of Hardware (the "Hardware") listed in this Agreement, including any other hardware components required for system operations. Support will be provided using the Authority's assistance and remote computer connection as per Section 6 (The Authority's Responsibilities) to diagnose and repair the determined problems or issues. If Hardware replacement is required, the Authority will provide installation services of such Hardware unless onsite service is requested and quoted separately under Section 17 (Changes in Scope of Work and Change Orders). The items covered under this Agreement that Paradigm will repair/replace are listed in Exhibit D (Hardware Inventory) and additionally any other hardware components required for system operations. Failed Hardware will be repaired/replaced at the discretion of Paradigm after evaluation of the failed Hardware. Paradigm shall not be responsible for any misuse, neglect or abuse of, tampering with, force majeure, or vandalism of any Hardware and the Authority will be invoiced for the repair/replacement of such Hardware. The Authority shall maintain a local inventory of Paradigm owned (paid for by Paradigm)replacement Hardware (at the Authority's location of choice) to expedite service and minimize downtime in the event of a Hardware failure. Paradigm will provide replacement Hardware for local inventory upon receipt of the failed Hardware. The Authority will be responsible for any associated freight charges with returning Hardware for repair, replacement and/or evaluation. Paradigm will provide alternative Hardware as needed which provides the same functionality and specifications of the failed Hardware in certain circumstances based on the availability of Hardware at the time requested. Paradigm will acquire and own the Authority inventory listed in Exhibit D (Hardware Inventory) of Addendum A (System Implementation). 12. STANDARD SUPPORT SERVICES. During the Term of this Agreement, Paradigm will provide to the Authority its Standard Support Services described in this paragraph (the "Standard Support Services") which Standard Support Services are part of the Services. Subject to the License granted to the Authority to use the Software System, Paradigm will provide technical services to design, code, check out and deliver amendments or alterations to the Software System necessary to correct or solve any programming error attributable to Paradigm which caused the Software System not to perform pursuant to the terms of this 9 Exhibit 1 to Agreement No. 19-202 C I SC 6 Agreement, the RFP, Paradigm's Response and as described in the current, standard editions of user manuals and training materials delivered to the Authority by Paradigm, all of which describe the use and functionality of the Software System (hereinafter collectively the "Documentation"). Paradigm shall promptly provide all Standard Support Services after the Authority 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 (Service Levels) (the "Service Levels"). Standard Support shall include all patches and updates to fix defects on the Software System as well as all enhancements to the Software System and does not include the re-installation of the Software System in its entirety. Paradigm will provide reasonable telephone consultation in the use and operation of the Software System during the hours of 7:00 a.m. through 6:00 p.m. Eastern Time on weekdays, but excluding holidays where Paradigm is not open for business. Such consultation will be available only to one contact or alternate, designated by the Authority in advance in writing from time to time. In addition, if Paradigm elects to include them under its Standard Support Services program and does not market them separately to Standard Support Services customers generally, Paradigm will deliver updates of the Software System to the Authority from time to time, without any charge other than as specified on Exhibit A. (Scope of Work (Implementation Milestones)) to the Standard Support Services and Licensing Agreement attached to this Agreement as Addendum A(System Implementation). If any services, functions or responsibilities not specifically described in this Agreement are an inherent or customary part of the Software System or the Services, License Software or Deliverables, or are required for proper performance or provision of the Services, Software System, License or Deliverables in accordance with this Agreement, they shall be deemed to be included within the scope of the Services to be delivered as part of the Maximum Price paid under this Agreement, as if such services, functions or responsibilities were specifically described in this Agreement, unless such services, functions or responsibilities are expressly excluded in this Agreement or designated in a writing approved by the Authority to be the responsibility of the Authority. Except as otherwise agreed in writing by the Parties as an Authority responsibility, Paradigm shall procure or otherwise provide, at Paradigm's cost and expense, all Paradigm Personnel with the hardware, software, and the other materials, resources and items required to provide the Services and otherwise perform its obligations under this Agreement. 13. OTHER SERVICES. The Authority agrees to pay Paradigm's then applicable rates and charges for services (subject to Section 4(e)(Most Favored Customer Pricing) above) not included in Standard Support Services, together with all costs incurred in connection therewith. Investigation and research for the Authority's identified conditions determined by Paradigm not to be attributed to Paradigm programming errors shall be billed to the Authority as such other services. 14. EVOLUTION OF SERVICES. Throughout the Term, at no additional cost to the Authority, Paradigm will seek to improve the quality, efficiency and effectiveness of the Software System, License and Deliverables to keep pace with advances or improvements in business processes or technology and support the Authority's efforts to maintain its 10 Exhibit 1 to Agreement No. 19-202 CM) 1 6 C6 competitiveness in the markets in which it competes. Paradigm will do this by: (a) identifying and applying best practice techniques and methodologies in performing and providing the Services; (b) training Paradigm Personnel in new techniques, methodologies and technologies used generally within Paradigm's organization or the intellectual technologies services industry and approved by the Authority for use in the Software System; (c) training Paradigm Personnel in new techniques, methodologies and technologies used within the Authority's organization, or used generally in the waste management intellectual technologies services industry; and (d) making investments to maintain the currency of the processes, methodologies, tools, infrastructure and other resources used by Paradigm to provide the Software System, License and Services. 15. THIRD PARTY INTEGRATION. The Authority has the right to perform itself or retain third parties to integrate additional systems with the License and Software System through provided application program interfaces or other provided methods. To the extent the Authority performs any of the services, produces the Deliverables, or integrates additional systems itself, or retains third parties to do so, Paradigm shall provide reasonable cooperation with the Authority or such third parties, which cooperation shall include providing such information as is reasonably required to allow the integration of other programs with the License and Software System. Third parties retained by the Authority shall comply with Paradigm's reasonable security and confidentiality requirements and with Paradigm's reasonable work standards, methodologies and procedures, as these have been provided by Paradigm in writing. 16. SUBSTITUTION OR CHANGE OF DELIVERABLES. If requested in writing and made a part of this Agreement by a fully executed change order per Section 17 (Changes in Scope of Work and Change Orders) below, the parties may substitute the Deliverables, Services and tasks described in the attached Addendum A (System Implementation) for new Deliverables, Services or tasks that are reasonably and substantially equivalent and there shall be no adjustment to the fee unless mutually agreed upon by the Parties. Such changes shall be made by signed change orders signed by the Authority and Paradigm. 17. CHANGES IN SCOPE OF WORK AND CHANGE ORDERS. (a) If either Party believes that a change (whether in the processes, procedures, standards, Service Levels, time frames, costs or deliverables) is necessary or desirable, such Party shall submit a written change request to the other Party (a "Change Request"). Accordingly, if Change Requests are made, they will be presumed not to impact the fees under this Agreement; provided, however, that if the Change Request consists of a deviation from the scope of the RFP and Paradigm's Response, Paradigm shall provide the Authority with written notification of such deviation within ten (10) business days after receipt of the Change Request. Notwithstanding the foregoing, the parties agree that the Authority shall be provided with the ability to design the Authority's own reports and that Paradigm will provide their standard reports. (b) Change Response. In the event of an Authority-initiated Change Request, within ten (10) business days of Paradigm's receipt of such Change Request, Paradigm shall provide to the Authority a written statement describing in detail: (a) the impact on any Authority System performance, if any, and the modifications to the Authority System that will be required as a 11 Exhibit 1 to Agreement No. 19-202 C i C 6 result of the Change Request including changes in Services and/or Deliverables; (b) the effect of the Change Request on the applicable RFP and Paradigm Response plans and tasks including any impact on any Critical Path Milestone dates; and (c) an estimate of the cost to implement each Change Request (collectively, the "Change Response"). If Paradigm submits a Change Request to the Authority, such Change Request shall include the information required for a Change Response. The Authority shall accept or reject any Change Response or Paradigm-initiated Change Request, as applicable, within ten (10) business days after receipt of same from Paradigm. (c) Change Order. If the Authority accepts a Change Response or Paradigm-initiated Change Request in writing, such Change Response, together with the Authority's Change Request, or such Paradigm-initiated Change Request, shall be deemed to be a "Change Order" and shall become part of this Agreement. If the Authority rejects Paradigm's Change Response or Paradigm-initiated Change Request, Paradigm shall proceed to fulfill its obligations under this Agreement and the applicable RFP and Paradigm's Response. Without first obtaining the Authority's prior written approval in accordance with the Change Order procedures set forth in this Section 17 (Changes in Scope of Work and Change Orders), which approval the Authority may withhold in its sole discretion, Paradigm shall make no change which may: (a) increase the Authority's Maximum Price for the Services and/or Deliverables; (b) require changes to the Authority's Systems, facilities, software, utilities, tools or equipment; (c) require the Authority to install a new version, release, upgrade of or replacement for, any software or equipment or to modify any software or equipment; (d) have an adverse impact on the functionality, interoperability, performance, security, accuracy, speed, responsiveness, quality or resource efficiency of the Services and/or Deliverables; (e) have an adverse impact on the schedule for, and the delivery of, services and/or products by the Authority to its clients and the Authority; or (f) violate or be inconsistent with the Authority's Policies and/or applicable Laws. 18. DELAYS. (a) If the Authority reasonably determines that Paradigm is likely to fail to meet a Milestone and/or the Interoperability Requirements, or if Paradigm has failed to meet a Milestone and/or the Interoperability Requirements, then in addition to any other rights and remedies that may be available to the Authority as provided in this Agreement, at no additional cost or expense to the Authority and in the Authority's sole discretion, Paradigm shall provide to the Authority all necessary additional Paradigm Personnel to accelerate performance as may be required or necessary to meet the Milestone and/or the Interoperability Requirements or, if Paradigm has already failed to meet one (1) or more Milestones and/or the Interoperability Requirements, Paradigm shall complete the Milestone and comply with the Interoperability Requirements within a re-adjusted time frame established by the Authority. In addition to the foregoing, and subject to the terms of Section 26 (Termination), the Authority shall be entitled to withhold any and all payments due from the Authority to Paradigm until such Milestone and/or the Interoperability Requirements are achieved. (b) If Paradigm reasonably determines that the Authority is likely to fail to meet a Milestone, or if the Authority has failed to meet a Milestone, then in addition to any other rights and remedies that may be available to Paradigm as provided in this Agreement, additional cost or expense may be necessary and in Paradigm's reasonable discretion, the Authority shall provide 12 Exhibit 1 to Agreement No. 19-202 C I 6 C to Paradigm all necessary additional Authority Personnel to accelerate performance as may be required or necessary to meet the Milestone or, if the Authority has already failed to meet one (1) or more Milestones, the Authority shall thereafter complete the Milestone and the parties shall re-adjust the time frames established by Paradigm to a mutually agreeable readjusted schedule. In addition to the foregoing, and subject to the terms of Section 26 (Termination), Paradigm shall be entitled to be timely paid any and all payments due from the Authority to Paradigm(including without limitation, if necessary to make Paradigm whole for any additional (and reasonable) expense incurred by Paradigm as a result of the Authority's delay or failure to act, to reimburse Paradigm for the actual out of pocket costs incurred by Paradigm, to the extent Paradigm has provided the Authority with copies of all such invoices paid by Paradigm on behalf of the Authority)until such Milestone(s) are achieved. 19. PROPRIETARY RIGHTS. (a) Paradigm's IP. Any programs, works, manuals, changes, additions, alterations, amendments or enhancements in the form of new or partial programs, the Software System, Source Code or Documentation as may be provided by Paradigm under this Agreement, and all copies and derivatives thereof ("Paradigm IP"), shall be and remain the sole and exclusive property of Paradigm and shall be available for use by the Authority under and subject to the License granted in this Agreement. As between the Parties, Paradigm retains all right, title and interest in and to the Paradigm IP, including, but not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no such rights are conveyed to the Authority by virtue of any portion of this Agreement. (b) The Authority's IP. Any Authority information or materials, including any and all personal and customer information or data utilized by or on the Software System or under the License, and all other Authority or customer information, financial information, business information, or other work product of the Authority (and its customers), programs, works, manuals, changes as may be provided by the Authority under this Agreement, and all copies and derivatives thereof(the "Authority IP"), shall be and remain the sole and exclusive property of the Authority and shall be available for use by Paradigm under and subject to the terms of this Agreement. As between the Parties, the Authority retains all right, title and interest in and to the Authority IP, including, but not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no such rights are conveyed to Paradigm by virtue of any portion of this Agreement. (c) Protection of Paradigm IP. Paradigm shall have the right, but not the obligation, to file and prosecute all rights in and to any or all of the Paradigm IP, in its own name and at its own cost. The Authority shall cooperate with Paradigm, at the request of Paradigm, in providing any information, documentation, or other assistance reasonably necessary to enable Paradigm to file and prosecute any and all such rights. The Authority has no right to file or prosecute, in its own name, on behalf of Paradigm, or otherwise, any right in or to any or all of the Paradigm IP without the prior consent of Paradigm in each instance, which consent may be withheld in the sole and absolute discretion of Paradigm. (d) Enforcement of Paradigm IP. Paradigm shall have the right to enforce the Paradigm IP, in its own name, against any and all third persons whose activities: (i) violate, 13 Exhibit 1 to Agreement No. 19-202 Cb infringe, unfairly compete with, or are likely to violate, infringe, or unfairly compete with any or all of the Software licensed to the Authority hereunder; or, (ii) cause, or are likely to cause, harm, injury, or damage to, the Authority or Paradigm. The Authority shall not have the right to undertake any such action, whether at its own expense, in its own name, on behalf of Paradigm, or otherwise, without, in each instance, the prior consent of Paradigm, which consent may be withheld in the sole and absolute discretion of Paradigm. (e) Protection of the Authority IP. The Authority shall have the right, but not the obligation,to file and prosecute all rights in and to any or all of the Authority IP, in its own name and at its own cost. Paradigm shall cooperate with the Authority, at the request of the Authority, in providing any information, documentation, or other assistance reasonably necessary to enable the Authority to file and prosecute any and all such rights. Paradigm has no right to file or prosecute, in its own name, on behalf of the Authority, or otherwise, any right in or to any or all of the Authority IP without the prior consent of the Authority in each instance, which consent may be withheld in the sole and absolute discretion of the Authority. (f) Enforcement of Authority IP. The Authority shall have the right to enforce the Authority IP, in its own name, against any and all third persons whose activities: (i) violate, infringe, unfairly compete with, or are likely to violate, infringe, or unfairly compete with any or all of the Software licensed to the Authority hereunder; or, (ii) cause, or are likely to cause, harm, injury, or damage to, the Authority or Paradigm. Paradigm shall not have the right to undertake any such action, whether at its own expense, in its own name, on behalf of the Authority, or otherwise, without, in each instance, the prior consent of the Authority, which consent may be withheld in the sole and absolute discretion of the Authority. (g) Source Code. With respect to the License, the Parties shall enter into an Escrow Agreement included herein as Addendum C (Escrow Agreement). The terms and conditions of such escrow will be set forth in the Escrow Agreement, and shall include, without limitation, that Paradigm will provide the Source Code into escrow and such shall be deemed to be Paradigm IP with the exception of all Authority data. Paradigm shall update all source code escrow deposits not less frequently than semiannually, and shall include in such deposits full documentation of the Services performed in a manner sufficient to permit another party to review, repair, or improve the Services, License, the Software Systems and/or Deliverables upon release of the Source Code per the terms and conditions of the Escrow Agreement. (h) Disabling Code. Paradigm represents and warrants to the Authority that the Software System and Deliverables do not contain and will not receive from Paradigm's data transmission via modem or any other Paradigm medium any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design that would erase data or programming or otherwise interfere with the Software System, Deliverable's or other systems' or operations of the Authority or make the Software System or Deliverables or other Authority systems incapable of being used in the full manner for which they each were designed and created (collectively, a"Disabling Code"). In the event a Disabling Code is identified, Paradigm shall take all steps necessary, at no additional cost or expense to the Authority, to: (a) restore and/or reconstruct any and all Confidential Information and data lost by the Authority as a result 14 Exhibit ito Agreement No.19-202 I C of such Disabling Code; (b) repair any Authority systems affected by such Disabling Code; (c) furnish to the Authority a new copy of the Software System or Deliverables without the presence of Disabling Codes; and (d) install and implement such new copy of the Software System and/or the Deliverables. 20. AGREEMENT TO LICENSE OR SELL THIRD PARTY PRODUCTS. (a) If any third-party software is embedded in or automatically installed in the Software System, Paradigm agrees to license or sell and deliver to the Authority, and the Authority agrees to accept from Paradigm, the third-party software embedded in or automatically installed by the Licensed Software (collectively,the "Third Party Products"). For the avoidance of doubt, Paradigm confirms that, as of the Effective Date, the Authority is not purchasing any Third-Party Products from Paradigm that are not embedded or automatically installed in the Software System. (b) Paradigm hereby grants and passes through to the Authority any warranty adjustments that Paradigm may receive from the developer, manufacturer or supplier of the Third-Party Products. In addition, Paradigm represents and warrants that (i) it has adequate rights to grant to the Authority the license to use the Third Party Products as set forth in this Agreement; (ii) the license to use the Third Party Products granted hereby is not subject to claims, liens, encumbrances or other restrictions on Paradigm that would interfere with the Authority's use of the Third Party Products; (iii) all Third Party Products do not infringe upon any third party's U.S. patents, copyrights, or trademarks; (iv) all Third Party Products shall contain no malicious code, virus or other device that damages, disables, suspends operation of, or disrupts the Authority's use of its systems; (v)Paradigm is solely responsible for the updates, maintenance and integration of the Third Party Products into the Software System, and (vi) the Authority shall not be required to enter into any separate maintenance or support agreement in order to keep the Third Party Products maintained and supported to the same degree as the Software System. (c) Paradigm currently uses the following Third-Party Products: (i) Crystal Report Run Time Viewer. 21. TEST PLAN. Subject to the parameters set forth in the Milestones on Exhibit A (Scope of Work (Implementation Milestones)) to Addendum A (System Implementation), Paradigm shall assist with testing the Software System, Services, Deliverables and/or License, or components thereof, as applicable, in accordance with a test plan to be jointly developed by the Authority and Paradigm (the "Test Plan"), which Test Plan will incorporate testing methodologies to confirm that the Software System, Services, Deliverables and License, or components thereof, as applicable, operate in accordance with this Agreement and the applicable Documentation, Specifications, Service Levels, Interoperability Requirements and Performance Standards (and any failure of the Software System, Services, License and/or Deliverables to meet any element of these requirements shall be a "Defect"), in each case based on anticipated peak 15 Exhibit 1 to Agreement No. 19-202 C 16C 6 demand requirements. The Test Plan will be developed in accordance with the time frame specified in the Milestones set forth on Addendum A (System Implementation) and the date to complete development of the Test Plan shall be a Critical Path Milestone. In addition to the above, each Test Plan shall describe the exact scope, methodologies and procedures (including expected performance results) for testing the Software System, Services, License and/or Deliverables, or components thereof. When approved by the Authority in writing, the Test Plan will be attached to this Agreement. The Authority may modify or amend the scope, methodologies and procedures for executing the testing process to include additional testing criteria as may be reasonably necessary to conduct the testing in accordance with any changes required by the Authority from time to time pursuant to the Change Order process set forth in Section 16 (Substitution or Change in Deliverables) and Section 17 (Changes in Scope of Work and Change Orders). A. Pre-Go-live Testing. Pre-Go-Live testing for the Services, Licensed Software, and/or Deliverables, or components thereof, as applicable ("Pre-Go-live Testing") shall commence on the date specified in this Agreement or the Timetable prepared by the Authority and agreed to by Paradigm, including the execution of the test suites as provided for in the applicable Test Plan. If any Defects in the Services, Licensed Software and/or Deliverables, or components thereof, are discovered as a result of Pre-Go-live Testing, Paradigm shall promptly correct such Defects. When all Defects identified during Pre-Go-live Testing have been corrected, the Authority shall give Paradigm written notice thereof and the Services, Licensed Software and/or Deliverables, or components thereof, shall thereafter be ready for Live Verification. As part of the Pre-Go-Live Testing, the Authority may schedule up to four (4) of each of dry-run and mock testing cycles. Dry-run testing cycles shall consist of a technical run- through of such tests to be run and processes to be followed for Live Verification as the Authority may determine appropriate, and may require Paradigm's Personnel to be on-site, but shall at least require remote participation, including over a Saturday and Sunday. Mock testing cycles shall consist of a complete run-through of all tests and all processes, using selected data, which will be followed for Live Verification, and shall require the presence of Paradigm Personnel on-site for a three-day period which includes both a Saturday and Sunday. During and after each dry-run and mock testing cycle, Paradigm shall exercise commercially reasonable efforts to identify and fix all Defects in the Software System, Services, License, and/or Deliverables. B. Live Verification. Following successful completion of all Pre-Go-live Testing, Paradigm and the Authority shall schedule an install and provide for a time when the Authority may do a Live Verification ("Live Verification Period"), which will include a week of preparation, installation and verification over a weekend, and follow up during the subsequent week in order to install, verify and test the Software Systems, Services, License and/or Deliverables, or components thereof, under live operating conditions to assess whether such Software System, Services, License and/or Deliverables, or components thereof, operate in accordance with the applicable Documentation, Specifications, Service Levels and Performance Standards ("Live Verification"). Paradigm shall have Paradigm Personnel available on-site as reasonably required for the Live Verification process during the Live Verification Period in order to oversee the process and promptly address any problems or defects which arise. In the event any Defects in the Software System, Services, License and/or Deliverables, or components thereof, are discovered during the Live Verification Period, the Authority shall report such 16 Exhibit 1 to Agreement No.19-202 C 1 6 C 6 Defects to Paradigm, and Paradigm shall promptly correct all Defects. Upon Paradigm's receipt of notice from the Authority of any Defects, the Live Verification Period (but not the Authority's use of the Software System, Services, and/or Deliverables, or components thereof) shall be suspended temporarily and shall recommence upon Paradigm's receipt of written notice from the Authority that such Defects have been corrected; provided, however, that the Authority shall in no event have less than five (5) business days to verify any correction provided by Paradigm. Subject to the terms of Section 22 (Acceptance), such process shall repeat as often as necessary until all Defects have been corrected. Successful Live Verification shall occur when the Software System, Services, License and/or Deliverables, or components thereof: (a) have been operated for the Live Verification Period and all material Defects have been corrected; and (b) has been operating during the last ten (10) days of the Live Verification Period without experiencing any material Defects. Nothing herein shall restrict the Authority's ability to utilize such additional testing procedures as it determines appropriate, and Paradigm shall cooperate with the Authority in carrying out any desired testing procedure. 22. ACCEPTANCE. "Acceptance" for the applicable Software System, Services, License and/or Deliverables, or components thereof, shall occur only when the following have occurred to the Authority's sole discretion: (a) Paradigm has corrected, to the Authority's satisfaction, all material Defects identified by the Parties during testing; (b) Paradigm has provided to the Authority all Software Systems, Services, License and/or Deliverables, or components thereof, required to be provided to the Authority pursuant to this Agreement, the RFP and Paradigm's Response, and each of the Parties has completed all tasks required to be completed by such Party that are identified by the Parties as a pre-condition to the Authority's acceptance; (c) the Authority notifies Paradigm in writing that all testing for the Software System, Services, License and/or Deliverables, or components thereof, as applicable, has been completed successfully to the Authority's satisfaction in accordance with the terms of this Section 22 (Acceptance), the REP and Paradigm's Response, and that the requirements of subsections (A) and (B) below have been satisfied to the Authority's satisfaction and the Authority has unconditionally accepted the same in its sole discretion; and (d) Paradigm has made the required source code deposit with the Escrow Agent as per Addendum D (Escrow Agreement). Payment shall not be withheld by the Authority when Paradigm has complied with its obligations, but a delay has resulted from the Authority failing to provide required support in a timely fashion (where the Authority has been put on notice of such requirements in adequate time to meet Paradigm's needs). A. Failure to Achieve Acceptance. In the event Acceptance is not achieved within ninety (90) business days following commencement of Live Testing, the Authority shall have the right to declare an Event of Default and seek the rights and remedies available to it under Section 26 (Termination). Following such declaration, Paradigm shall have a further thirty (30) day cure period. B. Post-Acceptance Correction of Defects. Paradigm shall correct any Defects in the Software System, Services, and/or Deliverables, or any components thereof, and correct or cause to be corrected any Defects in the License, remaining to be corrected following Acceptance 17 Exhibit 1 to Agreement No. 19-202 C 16C 6 pursuant to the time periods set forth in the Service Levels set forth in Addendum B (Service Levels). 23. NO VIOLATION OF LAWS. Paradigm represents and warrants to the Authority that Paradigm is not, and covenants that it shall not be, in violation of any federal, state, local or international law to which it is subject, and has not failed, and shall not fail, to obtain any licenses, permits, franchises or other governmental authorizations necessary for the performance of the Services, ownership of its properties or the conduct of its business, which violation or failure, either individually or in the aggregate, might adversely affect its business, properties or financial condition, the consummation of the transactions contemplated by this Agreement, or the performance of its obligations hereunder. Paradigm further represents and warrants that it is compliant with all applicable anti-money laundering laws, including the USA Patriot Act, and the laws administered by the United States Treasury Department's Office of Foreign Assets Control, including Executive Order 13224. Paradigm further represents and warrants that it is not owned or controlled by any person or entity, on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control. Paradigm agrees that it will notify the Authority immediately in writing of the occurrence of any event which renders the foregoing warranties and representations incorrect. 24. INSURANCE. Paradigm shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the Term of this Agreement, insurance coverages and limits (including endorsements) as described in Article V of the Integrated Point of Sale Agreement. 25. EVENTS OF DEFAULT. In the event of a default under this Section 25 (Events of Default) as set forth below, (a) the Authority shall in no event be required to pay any other fees, costs or expenses to Paradigm with respect to any such termination provided under Section 26 (Termination); and (b) the Authority shall have no further liabilities or obligations to Paradigm under this Agreement. Paradigm and the Authority acknowledge and agree that the following shall constitute events of default ("Events of Default" or "Default" or "default") and that the occurrence of one (1) or more of such Events of Default shall constitute a material breach of this Agreement which shall allow a Party, as applicable, to seek the rights and remedies set forth in this Section 25 (Events of Default): (i) Paradigm's or the Authority's failure to achieve a Critical Path Milestone, Transition Milestone or any other Milestone or to deliver a key Deliverable within the time frame specified in the Milestones, subject to cure only as set forth in the Acceptance Testing provisions. (ii) Failure of Paradigm or the Authority to successfully complete any testing or re-testing or failure to achieve Acceptance, and after the expiration of the applicable cure periods. Unless different criteria are set forth in the applicable Milestones, Paradigm's or the Authority's failure to meet any Service level or Milestone. (iii) Paradigm's material breach of any representation or warranty set forth in this Agreement, provided that such breach is not cured within thirty (30) 18 Exhibit 1 to Agreement No.19-202 C I6C b days following receipt of written notice of such breach (or such other cure period as may be specifically provided herein). (iv) Paradigm's failure to maintain insurance coverage as specified in Section 24 (Insurance), provided that such failure is not cured within thirty (30) days following receipt of written notice of such failure. (v) Failure of Paradigm or the Authority to perform any other material obligation under this Agreement, provided that such failure is not cured within thirty (30) days following receipt of written notice of such failure. (vi) Paradigm's intentional and willful material breach of the Authority IP rights as set forth in Section 19(b) that is not cured within thirty (30) days following receipt of written notice of such breach. (vii) The Authority's intentional and willful material breach of Paradigm's IP rights as set forth in Section 19(a) that is not cured within thirty (30) days following receipt of written notice of such breach. (viii) The Authority's failure to timely pay any undisputed amount owed to Paradigm, provided that such failure is not cured within thirty (30) days following receipt of written notice of such failure. A. Rights and Remedies of Paradigm Upon Default of the Authority. Upon the occurrence of an Event of Default that is not cured within the appropriate notice period set forth in this Section 25 (Events of Default), if any, by or with respect to the Authority, Paradigm shall be entitled to: (a) terminate, in whole or in part, this Agreement; (b) discontinue performance of all obligations under this Agreement (except to the extent the Parties agree to continue partial performance); (c) seek to recover payment from the Authority for work performed to date to the extent Paradigm provided work product that works and can be used by the Authority; and/or (d) if applicable, seek to obtain the additional rights and remedies set forth in Section 35.3 (Equitable Relief). The Authority acknowledges that time is of the essence in the performance of its obligations hereunder. B. Rights and Remedies of the Authority Upon Default of Paradigm. Upon the occurrence of an Event of Default that is not cured within the appropriate notice period set forth in this Section 25 (Events of Default), if any, by or with respect to Paradigm, the Authority shall be entitled to any of the following remedies: (a) terminate, in whole or in part, this Agreement; (b) seek to recover damages or, as appropriate, indemnification, from Paradigm as provided by this Agreement; (c) receive a refund of any prepaid but unearned fees, which refund shall be paid by Paradigm to the Authority within thirty (30) days following Paradigm's receipt of the Authority's notice of such discontinuation; (d) if applicable, seek to obtain the additional rights and remedies set forth in Section 35.3 (Equitable Relief); and/or (e) have the escrow agent release the Source Code from escrow to the Authority as per the terms and conditions of the Escrow Agreement. Paradigm acknowledges that time is of the essence in the performance of its obligations hereunder. 26. TERMINATION. 19 Exhibit 1 to Agreement No. 19-202 16 C !� (a) Termination for Breach. Either Party may terminate this Agreement in the Event of Default by the other Party, including failure to pay fees and charges, at any time after thirty (30) days' notice of such Default and the Default remaining uncured for a period of thirty (30) days or the expiration of any other applicable cure period specifically set forth in this Agreement; provided however, notwithstanding the foregoing, the cure period for any failure of the Software System to perform or Paradigm's failure to maintain and service the same shall only be thirty (30) days. (b) Termination for Convenience. The Authority may terminate its obligations under this Agreement at any time, without cause, upon providing sixty (60) days' prior written notice to Paradigm. (c) Termination for Non-Appropriation of Funds. The Authority will provide Paradigm with (30) days' prior written notice and the Authority shall have the right to terminate for non-appropriation of funds. If terminated for non-appropriation, the Authority will cease use within ninety (90) days of the Authority's notice and Paradigm shall discontinue its Services with respect to any ongoing support Services except to the extent such have been paid through some future date, in which case Paradigm shall complete such work or Services through the date so paid through or reimburse the Authority for any such prepayments not yet used. Notwithstanding the foregoing, the Authority may, upon later appropriation of funds, reinstate this Agreement and any ancillary agreements, provided that the Authority shall, upon such reinstatement, pay all fees required for the period between the termination and reinstatement. In the event of a termination for non-appropriation of funds, the Authority shall be obligated to pay to Paradigm the cost of any Services already provided by Paradigm but not paid by the Authority,pro-rated as appropriate for any fixed-fee statement of work, and the cost of the actual out-of-pocket expenses incurred by Paradigm, in each case as of the date of Paradigm's receipt of the Authority's written notice of termination (and in each case provided funds for such payments have been appropriated). (d) Effect of Termination. Paradigm will use reasonable efforts to mitigate fees, expenses and costs in the event of any termination. Termination of this Agreement, both with and without cause, may include termination of all exhibits or amendments as specified in the termination notice. The Authority shall not be responsible to Paradigm or any of its subcontractors for lost profits because of a termination of this Agreement. The Authority shall in no event be required to pay any additional fees, costs of expenses to Paradigm except for those owed to Paradigm for Milestones completed. After receipt of a Termination Notice, except as otherwise directed by the Authority, in writing, Paradigm shall: (a) Stop work on the date and to the extent specified by the Authority. (b) Terminate and settle all orders and subcontracts relating to the performance of the terminated work, if applicable. 20 Exhibit 1 to Agreement No. 19-202 • 1 C 6 (c) Continue and complete all parts of the work which have not been terminated or have been paid for (unless otherwise directed by the Authority in which case such payments shall be refunded to the Authority). (d) Assist the Authority or any successor vendor for a fee in transferring all necessary Know-How and technology, and in such event, at the Authority's option, Paradigm shall continue to provide services, the Software System, and/or the License to the Authority during a transition period, not to exceed two (2) years, in order to allow the Authority to procure replacement services or products. Paradigm shall also fully cooperate with the Authority as needed to enable the Authority's transition to a new vendor. (e) Sign whatever escrow release documents are necessary to cause the Source Code to be released to the Authority from escrow in order for the Authority to continue to perform the tasks as provided herein, provided such termination falls under the conditions of the release of the Source Code as described in Addendum C (Escrow Agreement). 27. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, "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 to the other Party or to which they may be provided access in accordance with this Agreement (including without limitation the Paradigm IP and the Authority IP). Except as otherwise provided herein, each Party agrees to treat confidentially and to not disclose to any person or entity any Confidential Information about which it becomes aware. Each Party shall safeguard all Confidential Information received by it from the other Party 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. 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 and shall take such steps as may be reasonably requested by the disclosing party ("Discloser") to prevent unauthorized disclosure, copying, or use of Discloser's Confidential Information. The party receiving the Confidential Information (a "Recipient") acknowledges that, in the event of a breach by Recipient of its obligations under this Section 27 (Confidential Information), in addition to any other right or remedy available to Discloser, at law or in equity, Discloser will suffer irreparable injury, and shall be entitled to preliminary and final injunctive relief(without bond except as otherwise required by applicable law) in order to prevent any further or other breach of this Section 27 (Confidential Information) or any unauthorized use of Discloser's Confidential Information. Recipient shall notify Discloser immediately upon discovery of any prohibited use or disclosure of any of Discloser's Confidential Information, or any other breach of the requirements of this Section 27 (Confidential Information) by Recipient (including, without limitation, by any contractors), and shall fully cooperate with Discloser to assist Discloser in regaining possession of its Confidential Information and to prevent further unauthorized use or disclosure of the same. 21 Exhibit 1 to Agreement No. 19-202 I6C b Notwithstanding the foregoing, Confidential Information shall not include information to the extent that(a) such information was known to the Recipient other than on a confidential basis at the time of its disclosure hereunder; (b) such information is or later becomes generally available to the public through no fault of the Recipient; (c) such information is given to the Recipient on other than a confidential basis by a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to the Discloser with respect thereto; (d) such information is independently developed by the Recipient without the aid, application or use of the Confidential Information, or (e) such information(including exempt and confidential information) is subject to disclosure under the State of Florida Public Records Act (Chapter 119 of the Florida Statutes) which provides for certain exemptions from disclosure as noted in subsection(d)below, or otherwise subject to disclosure under an applicable federal act. (a) Limited Disclosure. Recipient may disclose Confidential Information of Discloser if and to the extent required by law or any judicial or administrative governmental request, requirement, or order, provided that Recipient shall take reasonable steps to provide Discloser sufficient prior notice in order to enable Discloser to contest such request, requirement, or order. (b) Ownership. All Discloser Confidential Information shall be and remain the property of Discloser, and no license or other rights to such Confidential Information is granted or implied hereby. (c) Survival. The obligation of Recipient to maintain the confidentiality of Discloser's Confidential Information shall survive the expiration or termination of this Agreement indefinitely, unless and until: (i) such Confidential Information shall cease to be Confidential Information; or, (ii) otherwise agreed to in writing by Discloser. (d) Exemptions from Disclosure under the Florida Public Records Act. In addition to any exemptions from disclosure referenced above in this Section, if Paradigm, or any party acting by, through or under Paradigm believes that some Confidential Information is exempt from disclosure under the Florida Public Records Act, the party is instructed to label such information as exempt from disclosure and/or confidential and exempt from disclosure, specifying the exact section of the public records, or other Florida or Federal law that justifies non-disclosure, and request in writing that the Authority keep such information confidential and free from disclosure. The Authority reserves the right to make any final determination of the applicability of the Florida Public Records Act or other Florida or Federal law. Prior to releasing any information, the Authority will inform the other party and allow the other party to seek an injunction prohibiting the Authority from releasing the information. Any party acting by, through or under Paradigm and Paradigm each hereby agrees that the Authority may reveal any confidential and exempt materials to designated Authority personnel and Palm Beach County officials involved in the evaluation process, and to any outside consultant or third parties who served on the evaluation committee during the RFP process or who are hired by the Authority to assist in the evaluation process or the negotiation and review of this Agreement. 22 Exhibit 1 to Agreement No.19-202 C 1SC 6 28. NO WARRANTIES. EXCEPT AS SET FORTH IN THIS AGREEMENT (OR ANY ADDENDUM OR EXHIBIT ATTACHED HERETO) THE AUTHORITY ACKNOWLEDGES THAT NO OTHER EXPRESS WARRANTIES HAVE BEEN MADE BY PARADIGM WITH RESPECT TO STANDARD SUPPORT SERVICES OR THE SOFTWARE SYSTEM DELIVERED HEREUNDER. THE PARTIES ACKNOWLEDGE THAT NO OTHER WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, HAVE BEEN RESCINDED, WAIVED, OR DISCLAIMED. 29. LIMITATION OF LIABILITY. PARADIGM SHALL MAINTAIN ALL INSURANCE REQUIRED UNDER THIS AGREEMENT. EXCEPT FOR PARADIGM'S LIABILITY UNDER SECTION 19 (PROPRIETARY RIGHTS) AND SECTION 8 (TITLE AND OWNERSHIP) OF ADDENDUM A (SYSTEM IMPLEMENTATION), FOR WHICH THERE SHALL BE NO LIMITATION, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY 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 AND THE AUTHORITY'S MONETARY LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL OF ALL AMOUNTS TO BE PAID TO PARADIGM BY THE AUTHORITY AS THE MAXIMUM PRICE, INCLUDING CHANGE ORDERS FOR THIS AGREEMENT. 30. BENEFIT OF THE BARGAIN. EACH PARTY UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE EXCLUSIVE REMEDY FOR BREACH OF THIS AGREEMENT, AND THE LIMITATIONS OF LIABILITY AND DAMAGES ALL OF WHICH ARE SET FORTH IN THESE TERMS AND CONDITIONS. BY SIGNING THIS AGREEMENT, EACH PARTY ACCEPTS THESE TERMS AND AFFIRMS ITS UNDERSTANDING THAT ANY CHANGE TO THE ALLOCATION OF RISK WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS AGREEMENT. 31. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign, sell or otherwise transfer this Agreement nor any of the rights hereunder without the prior, express written consent of the other Party. 32. CONFLICT OF INTEREST. Paradigm represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided for in Chapter 112, Part III, Florida Statutes. Paradigm further represents that no person having any conflict of interest shall be employed for said performance or services. 23 Exhibit 1 to Agreement No.19-202 16C 6 Paradigm shall promptly notify the Authority of all potential conflicts of interest, pursuant to Section 35.8 (Notice) for any prospective business association, interest, or other circumstance which may influence, or appear to influence, Paradigm's judgment or quality of Services being provided hereunder. Such written notification shall identify the prospective business association, interest, or circumstance, the nature of work that Paradigm may undertake and request an opinion of the Authority as to whether the association, interest, or circumstance would, in the opinion of the Authority, constitute a conflict of interest if entered into by Paradigm. The Authority agrees to notify Paradigm of its opinion by delivery by certified mail or a nationally recognized overnight courier service within thirty (30) days or receipt of notification by Paradigm. 33. DISPUTE RESOLUTION. The parties herein agree to use Alternative Dispute Resolution (ADR) utilizing a voluntary mediation procedure to attempt to resolve all issues in controversy under this Agreement prior to proceeding with any formal litigation. Prior to resorting to ADR, the respective project managers for the Authority and Paradigm shall attempt to resolve such dispute through negotiation. It is the specific intention of the Parties that no formal judicial proceedings can take place until voluntary mediation has occurred with participation of executive officers of Paradigm and the Authority who has sufficient decision making authority to resolve the issues being disputed, subject to the approval of the Authority's Governing Board. Notwithstanding the existence of a dispute, Paradigm shall not cease work, suspend or terminate its Services unless (i) the project has been terminated; (ii) the Authority has asked Paradigm to cease work pending resolution; or (iii) the Authority has failed to pay Paradigm as required in this Agreement and Paradigm has provided the Authority with at least thirty (30) days prior notice of intent to suspend Services for nonpayment. 34. ACCESS AND AUDITS. Upon notice from the Authority, Paradigm shall provide the Authority, its auditors (including internal audit staff and external auditors), inspectors, regulators and other reasonably designated representatives as the Authority may from time to time designate in writing (collectively, the "Authority Auditors") with access to, at reasonable times, to data and records for purposes of verifying compliance with this Agreement (including Paradigm's compliance with its physical and data privacy and security obligations and other terms of this Agreement) and to support the Authority's audits of the business of the Authority relating to the Services. Paradigm will provide any assistance that the Authority Auditors may reasonably require with respect to such audits. Paradigm and the Authority shall meet to review each audit report promptly and to agree upon an appropriate and effective manner in which to respond to the deficiencies identified and changes recommended by such audit report. 35. MISCELLANEOUS. 35.1 Authority. Paradigm represents and warrants to the Authority that: (a) Paradigm is a limited liability company, and is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification, including the State of Florida; (b) Paradigm has all necessary rights, powers and authority to enter into and perform this Agreement and to grant the licenses set forth herein, and the execution, delivery and 24 Exhibit 1 to Agreement No. 19-202 I C performance of this Agreement by Paradigm have been duly authorized by all necessary corporate action; (c) the execution and performance of this Agreement by Paradigm shall not violate any laws and shall not breach any agreement, covenant, court order,judgment or decree to which Paradigm is a party or by which it is bound; and (d) Paradigm has, and promises that it shall maintain in effect, all governmental licenses and permits necessary for it to provide the Services, License, Software System and/or Deliverables contemplated by this Agreement. Paradigm further represents and warrants to the Authority that Paradigm owns or leases and promises that it shall own or lease, free and clear of all liens, claims, encumbrances or demands of third parties, all right, title and interest in and to the Paradigm IP, and all other tangible property and technology and the like that Paradigm intends to use or uses to provide the Services, License, Software System and/or Deliverables, and in and to the related Paradigm IP rights, or has received appropriate licenses, leases or other rights from third parties to permit such use. These representations and warranties shall survive the expiration or termination of this Agreement. 35.2 No Waiver of Sovereign Immunity. The Authority is a public entity, and no provision of this Agreement shall waive the applicability or limits of sovereign immunity set forth in Florida Statute 768.28, as amended. 35.3 Equitable Relief. Notwithstanding anything contained in this Agreement to the contrary, the Parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a Party to seek such equitable relief in a court of competent jurisdiction. 35.4 Remedies Not Exclusive. Except as otherwise expressly provided herein, the rights and remedies set forth in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement. Notwithstanding the foregoing and anything contained herein to the contrary, Paradigm expressly waives and disclaims any right or remedy it may have to de-install, disable or repossess any License or the Software System or Deliverables without due process of law. 35.5 Bankruptcy. In the event Paradigm voluntarily or involuntarily becomes subject to the protection of the Bankruptcy Code and Paradigm or the trustee in bankruptcy rejects this Agreement under Section 365 of the Bankruptcy Code, the Authority shall have the right to retain the Authority's rights under this Agreement, specifically including the right to exercise its rights granted herein to the License, the Software System and Deliverables (and to all work-in- progress relating thereto). Failure by the Authority to assert its right to retain its benefits to the intellectual property embodied in the License, the Software System and Deliverables pursuant to Section 365(n)(1)(B) of the Bankruptcy Code with respect to an executory contract rejected by Paradigm or the trustee in bankruptcy shall not be construed by the courts as a termination of such contract by the Authority under Section 365(n)(1)(A) of the Bankruptcy Code. 35.6 Effective Date. This Agreement shall become effective and shall be binding only upon execution by Paradigm and the Authority and the date the last party signs shall be the effective date ("Effective Date"). 25 Exhibit 1 to Agreement No. 19-202 C i C i 35.7 Complete Understanding. This Agreement, including the RFP and Paradigm's Response, along with the Integrated Point of Sale Agreement between the parties are the agreements 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. The Authority 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. The Authority agrees that no contrary terms and conditions of any subsequent Authority 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. 35.8 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 a nationally recognized overnight delivery service, or 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. 35.9 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. 35.10 Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be deemed to have been formed in the State of Florida, U.S.A. and shall be governed by, subject to, and interpreted in accordance with, the laws of the State of Florida. The parties agree and consent to venue exclusively in Palm Beach County, Florida. Paradigm shall, at its sole cost and expense, perform and comply with the laws of the United States and the State of Florida; the Charter, Code and ordinances of Palm Beach County. IN AN EFFORT TO LIMIT LITIGATION AND RELATED EXPENSES AND EXPEDITE THE RESOLUTION OF ANY CONFLICTS THAT MAY ARISE BETWEEN THE PARTIES RELATED TO OR ARISING UNDER THIS AGREEMENT, THE PARTIES EXRESSLY AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL ON ANY AND ALL ISSUES SO TRIABLE. 35.11 Non-Solicitation. During the term of this Agreement and for twelve (12) months after its termination, neither Paradigm nor the Authority may employ or solicit to employ persons employed by the other. 35.12 Independent Contractors. Nothing in this Agreement shall make Paradigm and the Authority 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 Party is authorized to incur debts or obligations on the part of the other Party except as specifically authorized in writing. 26 Exhibit 1 to Agreement No. 19-202 C 16C 6 35.13 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original and all of which shall constitute one and the same instrument. This Agreement may be signed by electronic means and such electronic signatures shall have the same effect as an original signature. 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. 35.14 Subcontracting and Consultants. Paradigm will not retain third parties ("Subcontractors" and "Consultants") to perform on-site Services on Paradigm's behalf under the Agreement without the Authority's prior written consent which shall not be unreasonably withheld subject to applicable background investigations and approvals as set forth in subsection 35.15 below. Paradigm shall be responsible for the performance of services under this Agreement by any Subcontractors and Consultants engaged by Paradigm to perform; such services. 35.15 Security and Safety. Paradigm agrees to comply with reasonable security and safety rules, policies and procedures ("Procedures") while performing Services on the Authority's site, provided that such Procedures do not violate any state, local, or federal laws (including privacy laws); that such Procedures are expressly applicable to the Authority's provision of services at the site at which Paradigm is performing Services under this Agreement; that the Authority makes available such Procedures to Paradigm's Personnel performing Services at the Authority's site prior to commencement of such Services or at time of noncompliance to provide opportunity for compliance; that such Procedures do not modify or amend the terms and conditions of this Agreement, and that the Authority provides Paradigm with any training regarding the Procedures as reasonably requested by Paradigm. 35.16 No Waiver of Full Performance. No waiver by either Party of any requirement, or breach or violation of any covenant, term or condition of this Agreement shall be construed to waive any other term, covenant, condition, provision, violation or requirement in the future. The payment of compensation to Paradigm shall not be deemed a waiver of any right or the acceptance of any Defect or defective performance. 35.17 Attorney Fees and Costs. Each party shall bear their own attorneys' fees, costs and expenses related to the negotiation or enforcement (including but not limited to all mediation, arbitration (if applicable) and litigation costs) of this Agreement. 35.18 Scrutinized Companies; Public Entity Crimes. (a) As provided in Florida Statutes 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, Paradigm certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by Florida Statutes 287.133(3)(a). 27 Exhibit 1 to Agreement No. 19-202 16C 6 (b) As provided in Florida Statutes 287.132-133, by entering into this Agreement or performing any work in furtherance hereof, Paradigm certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the Scrutinized Companies With Activities in Sudan List or Scrutinized Companies With Activities in The Iran Petroleum Energy Sector List created pursuant to F.S. 215.473, or is engaged in business operations in Cuba or Syria. If the Authority determines, using credible information available to the public,that a false certification has been submitted by Paradigm, this Agreement may be terminated and a civil penalty equal to the greater of $2 million or twice the amount of this Agreement shall be imposed, pursuant to F.S. 287.135. Said certification must also be submitted at the time of renewal of this Agreement. (c) As provided in F.S. 287.135, by entering into this Agreement or performing any work in furtherance hereof, Paradigm certifies that it, its affiliates, suppliers, sub-consultants and consultants who will perform hereunder, have not been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, pursuant to F.S. 215.4725. If the Authority determines, using credible information available to the public, that a false certification has been submitted by Paradigm, this Agreement may be terminated and a civil penalty equal to the greater of $2 million or twice the amount of this Agreement shall be imposed, pursuant to F.S. 287.135. Said certification must also be submitted at the time of renewal of this Agreement. 35.19 Third-Party Beneficiary Disclaimer. It is not the intention of this Agreement to create third party beneficiary status in any person or entity that is not a direct party to this Agreement, and no language in this Agreement should be construed or interpreted as creating a third-party beneficiary. 35.20 Survival. Upon termination of this Agreement, the obligations of the Authority set forth in Section 1 (License), Section 5 (Exemption from Taxes), Section 10 (Know-How Transfer; Documentation), Section 11 (Coverage), Section 12 (Standard Support Services), Section 19 (Proprietary Rights), Section 20 (Agreement to License or Sell Third Party Products), Section 23 (No Violation of Laws), Section 24 (Insurance), Section 26 (Termination), Section 27 (Confidential Information), Section 28 (No Warranties), Section 29 (Limitation of Liability), Section 30 (Benefit of the Bargain), Section 31 (Assignment), Section 32 (Conflict of Interest), Section 33 (Dispute Resolution), Section 34 (Access and Audits), Section 35 (Miscellaneous); the following provisions of the Addendums: Addendum A (System Implementation): Section 5 (Grant of License), Section 6 (Term and Renewal), Section 7 (Scope), Section 8 (Title and Ownership), Section 9 (Indemnity), and Section 10 (Representations and Warranties), Exhibit A (Scope of Work (Implementation Milestones))—with respect to any Milestones that haven't been completed by Paradigm; Addendum B (Service Levels) to the extent the License or Services Agreement remains operable; and Addendum C (Escrow Agreement), Addendum D (Credit Card Processing) and shall survive termination. The undersigned have each caused this Agreement to be executed and effective as of this day of November, 2019 by their duly authorized representatives. 28 Exhibit Ito Agreement No. 19-202 S I 6 C 6 AUTHORITY: PARADIGM: 1 SOLID WASTE AUTHORITY OF PARADIGM SOFTWARE,L.L.C. PALM BEACH COUNTY 7501 North Jog Road 113 Old Padonia Road, Suite 200 West Palm Beach, FL 33412 Cockeysville,MD 21030 By: By: Dan Pellowitz ckie .Barlow Executive Director Chief Operating Officer Date: IS 113)744 Date: 11/13/2019 Approved as to form and legal sufficiency: Approved as to Terms and Conditions: Davis,Maim &D'Agostine,P.C. B :. Steve Parris, in his capacity as the Finance Amy L. Fraca sini, Managing Director Director of the Solid Waste Authority of Palm Beach County Date: /(- /Z —/ 7 Date: /r 43/9 29 Exhibit 1 to Agreement No.19-202 C C STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM A System Implementation Paradigm by its acceptance of the Agreement to which this Addendum A is attached, agrees to sell, deliver and install, the hardware described in the Exhibits to this Addendum (the "Hardware") for the benefit of the Authority and to deliver and install the proprietary Software System described in the Agreement, and to grant to the Authority the License to use the Software System as set forth herein below. The Authority agrees to purchase the Hardware, accept the License for the Software System and accept services relating to installation, training, conversions, interfaces and other matters, all in accordance with the Exhibits to this Addendum and the Agreement (and the Terms and Conditions)to which this Addendum is attached. 1. AUTHORITY RESPONSIBILITIES. The Authority shall be responsible for timely site preparation including, but not limited to, providing adequate electrical power for computer operations, high-speed internet connections and the installation of all cabling necessary to install the Hardware and to operate the License and the Software System. The Authority shall make available the Authority personnel to be trained by the Paradigm Personnel in the use, operation, and management of the Hardware and Software System, and shall provide and adequately manage the resources necessary to implement and operate the Hardware and Software System, including without limitation, completion of Paradigm start-up questionnaires, timely selection among options and parameters, and construction of data dictionaries. The Authority shall comply with laws, use proper audit controls and operating methods, adequately back-up data and programs, and establish and maintain security and accuracy of data. 2. TRAINING. Paradigm shall provide standard training in the use of the Hardware and Software System according to Section 10 (Know-How Transfer; Documentation) of the Agreement and Exhibit A (Scope of Work (Implementation Milestones)) of this Addendum A. Such training will be provided during the Software System installation at offices designated by the Authority in Palm Beach County, Florida and multiple training sessions will be provided to allow the Authority's daily operations to be uninterrupted. All travel, lodging and expenses related to the training shall be the sole responsibility of Paradigm and are included in the License fee charged by Paradigm to the Authority under this Agreement. Some initial training and/or demonstrations may be provided over the internet. Paradigm will, at no additional cost or expense, create a training matrix with the assistance of the\ Authority's project manager to identify each employee that needs training and the type of training required. 3. DELIVERY. Subject to the manufacturer's schedule or other agreement of the parties, shipment of Hardware shall be made on or about the date that the Authority completes the above training as mutually agreed to by Paradigm and the Authority. Exhibit A (Scope of Work(Implementation Milestones)) to this Addendum A shall specify who will install and set up the Hardware. Paradigm will install the Software System on the Hardware at the Authority's location or locations where such Hardware and the Software System will operate. The terms and conditions of sale and the warranties, if any, applicable to the Hardware or any other products not manufactured by Paradigm are as provided by the applicable third-party manufacturers. 30 Exhibit 1 to Agreement No. 19-202 6C 4. SECURITY. Paradigm retains no security interest in the Hardware (other than the Hardware referenced in Section 11 (b)(Hardware/Inventory) and listed on Exhibit D as owned "Authority Inventory Owned by Paradigm") and shall have no rights of a secured creditor under the Uniform Commercial Code with respect thereto. Paradigm only retains the rights to terminate the License and to cease the Services if the Authority breaches its obligations under this Agreement. 5. GRANT OF LICENSE. Upon acceptance of the Agreement, Paradigm hereby grants to the Authority and the Authority hereby accepts the License and a single printed copy of Paradigm's current Documentation provided that such License shall be operational and used at all of the Authority's Facilities and the Authority may create copies of the Documentation to operate the License at each such location. Paradigm reserves all rights, privileges and interests not expressly granted to the Authority, who shall acquire no right, title, interest or privilege with respect to the Software System or the Documentation by implication, except pursuant to the terms of this Agreement. 6. TERM AND RENEWAL. The term of the License herein granted is ten (10) years commencing with the date of acceptance of this Agreement by both Parties, unless terminated earlier as provided herein (the "Term"). If the Authority is not in default under this Agreement or any other agreement with Paradigm, the Term of this License shall be automatically renewed upon the same terms and conditions, for one (1) additional ten (10) year term (the "Renewal Term"), unless the Authority gives written notice of its election not to renew the License at least ninety (90) days prior to the expiration of the initial Term. The Authority shall pay a license renewal fee in an amount equal to fifty percent(50%) of the applicable license fee specified on Exhibit B (Purchase Price Schedule) to this Addendum A plus the lesser of(i) any cumulative adjustments for the Consumer Price Index published by the U.S. Department of Labor, Bureau of Labor Statistics [All Urban Consumers (CPI-U), U.S. City Average, All items, 1982-84=100] (the "CPI") or (ii) two (2%) percent per year (the "License Renewal Fee"), which License Renewal Fee shall be due and payable immediately upon commencement of the Renewal Term. If the Authority chooses to purchase a"Version Upgrade" at any time during the initial License Term, then the License Term shall automatically extend for one (1) additional ten (10) year term commencing with the date upon which the Version Upgrade is completed, provided that the Version Upgrade is purchased at a mutually agreeable price not to exceed 50% of the initial purchase price (excluding installation charges) plus all installation charges at Paradigm's then current rate per day per person (subject in all events to Section 4(e)(Most Favored Customer Pricing) of the Agreement. Paradigm defines modifications to the Software System as either a"Version Update" or a"Version Upgrade". A"Version Update" is defined as any changes to the product that is made within the same version that the Authority is currently licensing (for example— going from version 6.1 to 6.2). A "Version Upgrade" is defined as a new installation of the product in which it has drastically changed from the prior version (example—going from version 6.x to 7.x). 7. SCOPE. A single, executable copy of the object code version of the Software System may be used by the Authority for testing purposes and for processing of data, but such data shall be strictly limited to data of the Authority created by or used in the connection with the day to day operations of the Authority. Neither the Software System nor the Documentation may be used by the Authority in any manner directly or indirectly related to or in connection with the 31 Exhibit 1 to Agreement No. 19-202 IBC 6 operation or management of any other business including without limitation any timeshare, facilities management, data processing service or billing service. The Authority shall not modify or sublicense the Software System or the Documentation. The Software System may be used on an unlimited number of terminals necessary to perform the Authority's operations at its Authorized Facilities. Paradigm shall provide the Authority with a single, back-up copy of the Source Code and Software System which the Authority shall keep in a secure location reasonably approved by Paradigm in advance and shall periodically update the same. The Authority shall place on all copies of the Software System any notice, including, copyright notice,requested by Paradigm. 8. TITLE AND OWNERSHIP. Paradigm is and shall be the exclusive owner or sublicensor, as appropriate, of the Software System, the Documentation. all associated materials provided to the Authority, all modifications, additions, derivatives and enhancements thereof, all copies thereof, and all rights, therein. All additions, modifications, derivatives and enhancements to the Software System shall be considered a part of the Software System, and all additions, modifications, derivatives and enhancements to the Documentation shall be considered a part of the Documentation. Physical copies of the Software System and Documentation are provided by Paradigm on loan during the Term of the License granted pursuant to this Agreement except as provided under the Agreement in terns of Termination or expiration of the Agreement. The Authority shall keep the Software System, the Documentation, and all copies thereof free and clear of all claims, liens and encumbrances, and any act of the Authority purporting to create such a claim, lien or encumbrance shall be void and shall be a breach of this Agreement. The Authority hereby assigns to Paradigm all of its right, title and interest in and to any changes, additions, derivatives and enhancements made to the Software System, the Documentation or other materials provided by Paradigm, and shall execute all documents and instruments reasonably requested by Paradigm to effectuate such assignment. The Authority agrees that the Software System, Documentation and related materials, techniques and procedures furnished by Paradigm to the Authority hereunder embody exceptionally valuable trade secrets, and they are, and shall remain, the sole property of Paradigm or its supplier(s), as appropriate. The Authority shall not create or attempt to create, by decompilation, disassembly, reverse engineering or otherwise, the source programs for the Software System, from the object programs or other information made available by Paradigm. Unless required by law the Authority shall not disclose, divulge or communicate to any person (including contractors and consultants), except to the Authority's employees (but then only to the extent necessary for operation of the Software System) the Software System or Documentation. 9. INDEMNITY. Without being subject to any limitation of liability provision set forth in this Agreement (including any Addendum or Exhibit attached hereto) Paradigm will, at its sole cost, indemnify, hold harmless and defend the Authority against any claim that (a) the Software System infringes on a U.S. copyright, a U.S. patent issued as of the effective date of this Agreement, or a trade secret, or (b) any violation of the rights of any person to maintain information in private, any improper disclosure, misuses and/or theft of Confidential Information of the Authority, any introduction of Disabling Code in the Authority's systems, environment or networks, or any other breach of Paradigm's obligations relating to the security of the Authority's system and the privacy of the data stored thereon, (c) any actual or alleged bodily injury or death, or damage to personal or real property; (d) any incomplete or untrue representation or warranty set forth in this Agreement; (e) any violation of applicable law by 32 Exhibit 1 to Agreement No. 19-202 C 1 6 C 6 Paradigm; (f) any claims by third party Subcontractors and Consultants to Paradigm, or (g) any breach of this Agreement; provided that in all such cases (i) the Authority immediately notifies Paradigm in writing of such claim or action brought against the Authority; 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 the Authority the right to continue using the License and Software System; or (iv) modify or replace the Software System so that it no longer infringes and as long as the modification or replacement does not materially change the operational characteristics of the Software System and the same functions and performance provided by the Software System remain fully intact and substantially similar in all respects following such modification or replacement. If Paradigm concludes, in its sole judgment, that none of the foregoing options is reasonable, then (i) Paradigm will provide all transition services necessary for the Authority to transfer the services provided by Paradigm to a third party for a period not to exceed two (2) years; (ii) refund or credit to the Authority the License fee paid by the Authority 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; (iii) the Authority will return the original and all whole or partial copies of the Software System to Paradigm; and (iv) the License granted hereunder will terminate. Paradigm has no liability with respect to infringement arising out of the modifications of the Software System or use of the Software System in combination with any other Software System or equipment not specified in the documentation accompanying the Software System 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. The Authority 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 improper use of the Hardware by the Authority or the Authority's inability to use the Hardware in connection with the Software System. As of the date hereof, Paradigm represents and warrants that there are no legal or other proceedings pending or outstanding, or to the best knowledge of Paradigm, threatened against or involving Paradigm, the License granted hereunder or the Software System and that the Software System and Deliverables do not infringe upon any intellectual property of any other person or entity. 10. REPRESENTATIONS AND WARRANTIES. In addition to any other representations and warranties set forth elsewhere in this Agreement,Paradigm hereby represents and warrants to the Authority as follows: (a) Representations and Warranties on Deliverables and Software System Functionality and Performance. Paradigm represents and warrants that the Software System, License and Deliverables (as applicable) provided under this Agreement, shall for a period of one (1) year from the date the Software System goes live on the Authority's site and has been Accepted by the Authority (the "Warranty Period") will (i) perform all functions substantially as described in this Agreement and the current edition of the Documentation and the Paradigm Response, (ii) contain the functionality specified under the RFP, Paradigm's Response, this Agreement and in the applicable Documentation, Specifications, Deliverables, Interoperability Requirements and Performance Standards; (iii) operate in accordance with the RFP, Paradigm's Response, this Agreement and the applicable Documentation, Specifications, Service Levels, 33 Exhibit 1 to Agreement No. 19-202 C 6C 6 Interoperability Requirements and Performance Standards; and (iv) securely process and maintain data in accordance with the RFP specifications, this Agreement and Applicable Law. To the extent the Services include any data conversion, Paradigm represents and warrants that the data conversion shall be complete and accurate as validated and verified by the Authority. Paradigm further represents and warrants that the Deliverables and Software System shall perform in accordance with the purposes for which the Deliverables and Software System were designed and intended to be used by the Authority (as such intended use is generally described in the RFP, Paradigm's Response, Paradigm Documentation and in this Agreement), it being acknowledged and agreed that the Authority selected Paradigm to provide the Deliverables and Software System based, in part, on Paradigm's representations that the Deliverables and Software System are capable of meeting the Authority's needs, including all needs relating to the Authority's compliance with the legal requirements (including statutory, regulatory, and local rule requirements). Paradigm shall correct, at no additional cost or expense to the Authority, any failure of the applicable Deliverables or Software System to operate in accordance with the representations and warranties set forth this Agreement. To the extent required, Paradigm will also promptly design and deliver amendments or alterations to the Software System reasonably necessary to remedy or avoid any programming error present at the time of the Software System delivery or arising during the Warranty Period. The Authority shall allow Software System access to Paradigm through dedicated remote communications for this purpose. If additional software, and/or services are required to remedy the failure, Paradigm shall provide to the Authority, at no additional cost or expense to the Authority, the additional software, and/or services required for the Deliverables and Software System to operate in accordance with the representations and warranties set forth herein. In the event Paradigm is unable to correct such failure within sixty (60) days after receiving notice thereof, an Event of Default shall be deemed to have occurred. This warranty shall survive the expiration or termination of this Agreement for the applicable Warranty Period. These limited warranties are contingent upon the Authority's written notice not later than sixty (60) days after the end of the one (1) year 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. (b) Representations and Warranties on Performance of Services. Paradigm represents and warrants to the Authority that Paradigm and the Paradigm Personnel have the skills, resources and expertise to provide and shall provide all Services in accordance with the terms and conditions of this Agreement. Paradigm had an opportunity to do adequate diligence with respect to the Authority's needs and the requirements of the RFP, and has determined that the Software System, Services and Deliverables will meet the Authority's needs as described therein. Without limiting the generality of the foregoing, Paradigm represents and warrants to the Authority that: (i) all Services provided under this Agreement shall be provided in a timely, professional and workmanlike manner consistent with the highest industry standards of quality, security, privacy, and integrity; provided, however, that where this Agreement specifies a particular standard or criteria for performance, this representation and warranty is not intended to and does not diminish that standard or criteria for performance; and (ii) other than the applicable fees set forth in Exhibit B (Purchase Price Schedule) to this Addendum A, no additional cost or expense shall be required of the Authority in order for Paradigm to be able to provide the Services, Software System and Deliverables as required under this Agreement. Paradigm 34 Exhibit 1 to Agreement No. 19-202 ('AO 1 6 C 6 represents that there are no current actual or threatened suits against Paradigm by any third party based on an alleged violation of any Paradigm IP rights. (c) Warranties on Open Source Code. Unless otherwise agreed by the Parties in writing, Paradigm represents and warrants to the Authority that the Deliverables and Software System provided pursuant to this Agreement shall not contain any "Open Source" code. For purposes of this Agreement, "Open Source" means any software code that: (i) contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software, shareware (e.g., Linux), or similar licensing or distribution models; and (ii) is subject to any agreement with terms requiring that such software code be (x) disclosed or distributed in Source Code or object code form, (y) licensed for the purpose of making derivative works, and/or (z) redistributable. Open Source includes, but is not limited to, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (A) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (B) the Artistic License (e.g., PERL); (C) the Mozilla Public License(s); (D) the Netscape Public License; (E) the Berkeley software design (BSD) license including Free BSD or BSD-style license; (F) the Sun Community Source License (SCSL); (G) an Open Source Foundation License (e.g., CDE and Motif UNIX user interfaces); (H) the Apache Server license; and (I) any licenses listed at www.opensource.org/licenses. (d) THE AUTHORITY ACKNOWLEDGES THAT NO EXPRESS WARRANTIES HAVE BEEN MADE BY PARADIGM EXCEPT FOR THE WARRANTIES MADE IN THE PRECEEDING PARAGRAPHS OR ELSEWHERE IN THIS AGREEMENT. THE FOREGOING WARRANTIES AND THE ASSOCIATED LIMITED REMEDY ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. PARADIGM MAKES NO WARRANTY THAT THE SOFTWARE SYSTEM WILL BE ERROR-FREE. PARADIGM HEREBY ASSIGNS ALL THIRD-PARTY WARRANTIES FOR PRODUCTS EMBEDDED IN THE SOFTWARE SYSTEM FROM ANY OTHER PERSON OR ENTITY, AND IF REQUESTED BY THE AUTHORITY WILL ENFORCE THE AUTHORITY'S RIGHTS AGAISNT SUCH THIRD PARTY. 35 Exhibit 1 to Agreement No. 19-202 C 1 C t6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT A Scope of Work(Implementation Milestones) General This Exhibit A— Scope of Work (Implementation Milestones) (the "Milestones") forms part of the Agreement between the Parties. Any capitalized term not defined herein shall have the definition provided for in the Agreement. The provisions set out in the Agreement shall apply in the event of any inconsistency or conflict between the terms of these Milestones and any other part of the Agreement. The parties each agree to designate a Project Manager from their respective organizations with adequate authority and full technical competence to deal with matters relating to the Products and Services to be provided under the Agreement in relation to hardware, Software System, and services for the delivery of the License. The Project Managers will, on behalf of their respective parties and in accordance with the spirit of this Agreement, use all reasonable efforts to co- ordinate the timely supply, delivery, and performance of the Software System and Services as specified in the Agreement. The Project Manager for the Authority and Paradigm will be set during the kickoff meeting. All Project Managers are authorized to deal with the day-to-day matters related to the delivery of the Software System and Services directly related to their designated authority. Paradigm's Project Team under the direction of the Project Manager will be responsible for providing the Software System and Services consistent with the Agreement including the Implementation Plan, with specific timelines, the Milestones and all Paradigm's resource assignments for the Project. This Implementation Plan will be reviewed, modified and accepted by both Parties. A. Paradigm's Project Manager will be responsible for: (i) Submitting the baseline version detailed Implementation Plan with specific timelines, milestones, deliverables and Paradigm resources to the Authority within ten (10) business days after the execution of this Agreement. (ii) Ensuring the Software System interfaces with the scales to be used by the Authority regardless of the make or model, provided the scales have the appropriate interface. (iii) The import of accounts, trucks and rates from the current system to the Software System and historical transactional data if agreed to within this Agreement. (iv) Providing regular progress reports as the situation warrants and/or as the Authority reasonably requests, including meeting/interviewing with the Authority Personnel throughout the Project as required. (v) Meeting/Interviewing the Authority Personnel during the course of the Project as required; and providing overall direction, management and leadership for the Project. 36 Exhibit 1 to Agreement No. 19-202 C ! 6C 6 (vi) Attending status meetings either in person or via a designate (as determined by Paradigm) or through conference calls or such other means as may be mutually agreed upon. (vii) Working with the Authority's Project Manager to create as part of the Implementation Plan an issues management process to resolve any issues. (viii) Making required modifications to the Milestones in order to obtain necessary approval(s). (ix) Serving as Paradigm's key contact for the Authority. B. The Authority's Project Manager will be responsible for: (i) Ensuring the mutually agreed project management communication methodology is followed. (ii) Serving as the key contact for Paradigm; coordinating status meetings either in person or via a designate (as determined by the Authority) or through conference calls or such other means as may be mutually agreed upon; working with the Paradigm Project Manager to resolve any issues. (iii) Approving or disapproving the Paradigm Milestones hereunder in a timely manner. (Note: excluding the performance of the Acceptance Testing and unless otherwise specified, any Authority comments, rejection or approval will be given to Paradigm no later than ten (10) business days (or as otherwise agreed) after submission of a Milestone to the Authority by Paradigm. (iv) Providing clarification and applicable instructions as requested by Paradigm throughout the Project. (v) Monitoring Paradigm work progress and Milestones; and providing overall direction,management and leadership for the Authority Project team. (vi) Obtaining and providing information, data and decisions necessary for the Project. in accordance with the Implementation Plan or within ten (10) business days of Paradigm's request (whichever is greater), unless the Project Managers from Paradigm and the Authority mutually agree to an extended response time. (vi) Obtaining approval and/or authorizing any agreed-to changes to the scope of the Project, Milestones and/or timelines in the Implementation Plan. (vii) Using best efforts to obtain signoff and approval from the Authority, within ten (10) business days, or as mutually agreed to by the parties acting reasonably, for each Deliverable. (viii) Forwarding any required Notice of Acceptance to the Paradigm Project Manager, as appropriate. The Services will be performed at the Authority's Facilities as needed during the Project provided that should Paradigm request resources from the Authority, such request must be reviewed and approved by the Authority Project Manager. The Authority will determine if facilities and appropriate resources will be made available as may be requested from time to time by Paradigm. The Authority will make every effort to provide a site suitable to support the necessary Paradigm Personnel for the duration of the Project with telephone and network access. 37 Exhibit Ito Agreement No. 19-202 C C 6 The Authority will make available to Paradigm the necessary Authority Personnel as required from time to time during the Project and as identified in the approved Implementation Plan. C. Functional Areas of Responsibility The functional areas of responsibility for the Project organization are as follows: (i) The Authority's Project Manager: The Authority's Project Manager(s) will be the focal point of decision-making and communications between the Parties. (ii) The Authority's Project Team: Under the direction of the Authority Project Manager, the Authority's Project Team will perform the tasks described in these Implementation Milestones and the Agreement. (iii) Paradigm's Project Manager: Paradigm's Project Manager is responsible for the Milestones and will ensure the Authority's overall satisfaction with the Project. (iv) Paradigm Consultant(s)/Architect(s)/Specialist(s): Under the direction of the Paradigm Project Manager, the Paradigm Consultant(s)/Architect(s)/Specialists(s) will perform the tasks described in these Implementation Milestones and the Agreement. D. Project Team Members The Parties will provide the necessary Personnel or designate as may be required from time to time to complete the Project. E. Objectives The Objectives for the Project are for Paradigm to implement the fully integrated Software System in compliance with the terms set forth in the RFP, Paradigm's Response and this Agreement. This includes the cutover from the Authority's current weighing/scale system to the new Software System to be provided under this Agreement and live support, conversion and migration of existing account data from current vendor and truck weighing data from scale, installation and configuration of the new solution, as well as testing and training to ensure that the new integrated solution, meets the requirements as described in the RFP and Paradigm's Response and may be further defined in the Agreement and these Implementation Milestones. The Software System must include, at a minimum, the ability to do the following: (i) Must integrate with a Payment Card Industry ("PCI") complaint solution for credit card processing. (ii) Collect the required information on all loads entering and leaving the Authority's Facilities. (iii) Collect and maintain the required customer/hauler information for the customers and haulers of the Authority which are needed for billing including detailed truck information as needed for tracking. (iv) Track all material and tonnages disposed of by paying customers, residents, contractors and charities. (v) Collect and manage information on loads, tonnages and balances by material type. 38 Exhibit 1 to Agreement No.19-202 (:AO (vi) Calculate the appropriate charges for loads entering and leaving the sites. (vii) Provide fraud controls and audit functions. (viii) Track account balances for customers (if using the Accounts Receivable and Aging Module). (ix) Collect account information to support the following account types and activities: (a) Cash; (b) Charge accounts; (c) Check; (d) Invoicing; (e) Process payments; and (f) Credit Cards (if WeighPay has been purchased). (x) Provide Reporting capabilities including: (a) Operational reporting; and (b) Management reporting. (xi) Retrieve information to plan new programs and improve productivity in the Authority's Facilities operations. (xii) Implement the requirements identified in the RFP, Paradigm's Response and this Agreement. (xiii) Ad-hoc reporting. (xiv) Other functional requirements as specified in the Agreement. 1. Milestone 1 —Knowledge Transfer from Business Development("BD") to Install Team Paradigm shall: • Meet with BD to obtain information during the sales/agreement phase. • Review the Agreement and set the following in the Authority record: o Set Version Number o Set Site, Licensing and Module information o Set WeighPay information • Add any Milestone entries for specific modules, customizations or interfaces which need to be documented and installed during the implementation. 2. Milestone 2—Project Management Meeting(Kickoff/Status/Updates/Etc.) Paradigm shall: • Schedule and perform kickoff meeting. • Provide the Authority with incident spreadsheet outlining these Milestones. • Provide blank Facility Survey for the Authority to complete. • Introduce the Authority to Paradigm's website to track incidents. • Provide the Authority with current Hardware/Software System requirements PDF. • Discuss and confirm hardware to be provided by Paradigm to the Authority. a) Initiate a kick-off meeting which will include a site survey with the Authority Project Team to review and confirm the Authority's requirements. This will 39 Exhibit 1 to Agreement No. 19-202 16C 6 include confirmation and verification of the hardware the Authority will need to acquire (if any) to deploy the Software System within the Authority's environment. b) Leverage the existing Authority infrastructure in place and be able to integrate with the existing environment as described. This includes providing the Authority with general requirements for electrical and communication connections for each equipment location included in the project. c) Provide the Test Plan for the testing of the Software System in the Authority's environment, including a list of the Authority's staff positions that should be involved in the testing which will also be provided to the Authority's Project Manager for Acceptance; however, notwithstanding the foregoing, the Authority shall review and approve the final Test Plan and acceptance criteria to be used for Acceptance Testing. d) Determine the dates for which the requirements identified as "Customizations" and which were priced in the Agreement will be available based upon mutual agreement. e) Establish the work efforts and the resources necessary for the Project. f) Develop a revised version detailed Implementation Plan subsequent to assessing the technical requirements and describe all activities and Milestones over the duration of the Project and include specific activities, schedules, resources, and Milestones for the implementation (the"Implementation Plan"). g) Provide a detailed role-based Training Plan for the Authority's users of the Scale House Software System Solution and the Authority's staff assigned to support the application; the Training Plan will be delivered to the Authority Project Manager for acceptance. h) Purchase, configure and install all Hardware provided by Paradigm as listed on Exhibit B (Purchase Price Schedule) in this Addendum A. The Authority shall: a) Provide—Paradigm with a copy of the database from the current system for conversion requirements (if applicable). b) Provide-Paradigm with the appropriate technical resources and information to be used to create the Authority's database. c) Review, comment and if acceptable, approve the Hardware specifications. d) Ensure that Paradigm has access to the minimum starting configuration of the Software System and Hardware as agreed upon and confirmed by the Authority 40 Exhibit 1 to Agreement No. 19-202 16C 6 for installing and configuring the Software System and that such configuration shall be fully documented in writing for the benefit of the Authority. e) Review, comment on and if acceptable, approve the Training Plan. Develop, review and approve the detailed Test Plan that will be used for Acceptance Testing. f) Provide Notice of Acceptance with respect to the approved Milestones. 3. Milestone 3—Order Hardware • The Authority shall order any Hardware as necessary to support the Software System (other than the Hardware ordered by Paradigm under Exhibit B (Purchase Price Schedule) and Exhibit D (Hardware Inventory) of this Addendum A (System Implementation). • Create checklist to ensure all Hardware, cables, adapters, etc. are ordered/included. 4. Milestone 4—Intentionally Deleted 5. Milestone 5—Facility Survey Review • The Parties shall review a completed survey. 6. Milestone 6—Visio Diagram/Documentation • The Authority shall provide images/pictures of the Authority's Facilities. o Scale house o Scale lanes o Site • Paradigm will provide complete current documentation in paper and electronic foiruat including: o any documentation on customizations o third party solutions o support and maintenance o user guides and training manuals o system security procedures o access rights matrix o system administration manual • Paradigm will create Visio diagrams of the following: o Title page o Device legend o Overhead satellite view o Building layout o Hardware diagram 41 Exhibit l to Agreement No. 19-202 C 1 6 C o System architecture o Birds-eye view o MSMQ o Unattended o Wiring diagram 7. Milestone 7—Collect Data • The Authority shall provide database/data/reports (Database Backups from prior system if SQL. Otherwise, if the Authority's old system can dump data out into Excel files or CSV files for analysis and import. Gather Reports, information on hardware, etc.). 8. Milestone 8—Create Version 6 Database and Folder Structure • The Authority shall configure the Authority-supplied hardware and establish network communication with sites. • Paradigm will use DBUpdate6 to create CW6 Database and Folder Structure. • The Authority to inform Paradigm on which version of SQL will be used. 9. Milestone 9—Intentionally Deleted. 10. Milestone 10—Initial Data Load of Setup Tables—Partial Historical Data Conversion • Paradigm will analyze current data and create specification for programmers to convert the critical setup tables and, if in contract, historical transactions. • Discuss with the Authority the plan if setup data will be loaded again in the future. At some point, the Authority will likely have to add accounts/setup information in current and CW6 prior to Go-Live if substantial configuration within CW6 has taken place that we can't overwrite. Paradigm shall: (i) Provide the full system Implementation Plan with timelines, Milestones and deliverables. (ii) Create conversion scripts or routines from sample data provided by the Authority. (iii) Review with the Authority and rectify sample data script conversion errors until the Authority's acceptance of the converted data. (iv) Perform data conversion(s) as needed and load onto the target platform. (v) Install the Software System at the Authority's Facilities in accordance with the full system Implementation Plan. (vi) Install and configure the hardware on the required lanes. (vii) Develop a historical data migration plan. 42 Exhibit 1 to Agreement No. 19-202 C t6C 6 The Authority shall: (i) Review and approve the historical data migration plan. (ii) Provide sample data as required. (iii) Review the data mapping document, if such document is necessary. (iv) After the data conversion, review and assist in determining cause of data errors after the scripts are run and assist Paradigm in correcting the errors. (v) Agree to a data freeze in accordance with the mutually agreed upon Cutover Plan and subsequent to that freeze enter data into the system using the Paradigm application once the Software System is accepted. (vi) Make sure the Authority Personnel, office space and other resources are available for the Software System deployment to all Authority Facilities. (vii) Make sure all wiring, electrical, cabling, conduit, bollards, etc. are in place for installation of the hardware. (viii) Review the Software System Documentation. 11. Milestone 11 —Test Environment Milestone • The Parties will create the Test Environment for Pre and Post Go-Live Support, Training and Testing. • Benefits of Having A Test Environment: o Allows the Authority to test any update provided by Paradigm resulting from a new program feature, enhancement, and/or bug fix in a controlled, isolated environment without jeopardizing the production environment. The Authority can use the Transaction Scenario Guide as a test script to review their various scenarios at their own pace to ensure the Software System is operating as expected. o Allows the Authority's new employees to practice with the Software System during any orientation phase of their employment to provide the ability to learn how to use the system in a controlled environment. o Allows the Authority's existing employees to test any of the thousands of Software System setting switches within the system to see desired behavior from the point of initial data capture, through reporting, and eventually posting to a test financial system. These processes can be tested as often as required to ensure all is working as expected. Paradigm shall: Prior to performing the final acceptance testing of the whole Software System, preliminary acceptance testing in the Authority's Test Environment, will be completed by the Authority (with assistance provided by Paradigm) as a proof of concept. The acceptance of the Test Environment will be based on the following criteria: (i) Deliver and install the Software System and Hardware for the Authority. (ii) Successful acceptance test of all required and proposed functions. 43 Exhibit Ito Agreement No. 19-202 C 16C 6 (iii) Successful demonstration that the Software System's performance and capacity meets the Authority's requirements; and in accordance with Paradigm's documentation. (iv) Preliminary training of users. The testing period will include: (a) Collecting the required information on all loads entering and leaving the Authority's facility. (b) Correction of all errors or failures in hardware, Software System, configuration, customization, interfaces, or conversion. (c) Modifications to required Documentation. The Authority shall: (i) Review and approve the draft Test Plan. (ii) Execute, review and approve acceptance test results. (iii) Provide a Notice of Acceptance with respect to the approved Milestones. 12. Milestone 12—Production Environment Milestone • The Parties will create a Production Environment for both the office and various site servers/workstations that will be using the Software System. 13. Milestone 13—Transaction Scenario Guide and Documentation • The Parties will create and supply a Transaction Scenario Guide with detailed scenarios for testing and training. • The guide is critical for the Authority's user acceptance testing, training for Go-Live, training for future employees, and test script for future updates. • Paradigm will supply the Authority with electronic CW and WS Training guides and manuals. Paradigm shall: (i) Review and identify out of the box and customizable functionalities. (ii) Document integration point(s) and interface(s) requirements. (iii) Review the sample data provided by the Authority and develop data conversion plan for data migration. (iv) Install the Software System on the Authority's Test Environment. (v) Configure and customize the Software System to meet the requirements of the Agreement. (vi) Test the Software System on the Authority's Test Environment. (vii) Assist the Authority in conducting its preliminary acceptance test. (viii) Make any corrections as identified during the preliminary acceptance test until all errors are fixed. The Authority shall: (i) Provide Paradigm with details surrounding any customizable functionalities. 44 Exhibit 1 to Agreement No. 19-202 C 16C 6 (ii) Review of the Paradigm recommended preliminary acceptance test plan and development of the Authority's preliminary acceptance test plan. (iii) Review and approve the data migration plan. (iv) Provide a Notice of Acceptance with respect to the approved Milestones. 14. Milestone 14—Programmer Liaison Meeting • Paradigm to assign Programmer Liaison if necessary. o Install technician will do a short presentation to the programmer to discuss any open programming issues or concerns and in conjunction with the install manager. 15. Milestone 15—Remote Training • Paradigm to provide the Authority with any remote training as identified in the Agreement. o Train on ad-hoc reporting and to recreate Authority reports prior to going onsite. o Run through WeighStation and CompuWeigh Training with Key personnel to ensure on-site training goes smoothly and all scenarios are covered. 16. Milestone 16—Configure Hardware • The Parties shall test and configure the Hardware provided in the Agreement. • The parties shall test and configure the Hardware (such as printers, scales, etc.). 17. Milestone 17—MSMQ Configuration • Paradigm to successfully install and test MSMQ prior to on-site arrival. 18. Milestone 18—Ticket Setup and Review • The Authority to provide Paradigm with desired ticket layouts. • Paradigm to create desired ticket layouts. • The Authority to confirm/approve ticket layouts. 19. Milestone 19—Email Configuration • The Authority to provide Paradigm with email credentials. • Paradigm will configure email within the Software System. • The Authority will test the email configuration. 20. Milestone 20—WeighPay Configuration • Paradigm and the Authority to discuss and review processes to determine how they process currently and how they want to process in the future based on the Agreement. • Hardware —Paradigm and the Authority to confirm any hardware that is to be provided by bank/middleware and verify cabling requirements. 45 Exhibit 1 to Agreement No. 19-202 CAa oC o If the devices are network devices, ensure site has enough ports on switch and wall jacks/cabling requirements as necessary. • Paradigm to document Middleware/Gateway, and Processor. • The Authority to provide responses to the following questions (additional questions may be necessary): o Does the Authority do pre-authorizations? o Does the Authority use Store and Forward? o Does the Authority require signatures? o Does the Authority let operators perform voids/refunds? 21. Milestone 21—Custom Report Review • The Authority to provide reports that are to be created within CW6. • Paradigm to determine if reports can be created in Ad-hoc or if custom reports must be created (custom reports may incur an additional cost if not included in the Agreement). • The Parties will discuss any custom reports needed that have been specified and agreed to in the Agreement. • Paradigm to provide list of standard reports. 22. Milestone 22—Ad-hoc Report Conversion/Creation • The Authority to provide reports that are to be created within CW6. • Paradigm to train the Authority on the creation of Ad-hoc Reports. 23. Milestone 23 —Batch Report Creation • The Authority to provide Paradigm reports that are to be included in Batch (Scheduled) Reports. 24. Milestone 24—AR and Aging/Posting • If Posting to a third-party GL accounting package: o The Authority will provide export file requirements. o Paradigm will develop custom export to third-party accounting package per requirements. • If using Paradigm's AR and Aging: o The Authority will provide Invoice and Statement layouts, o The Authority will provide any reports (credit memo, debit memo, payment, aging, etc.). 25. Milestone 25—Book Travel • Paradigm Tech to meet with Install Manager to verify and confirm substantial completion of required Milestones. 46 Exhibit I to Agreement No.19-202 16C 6 • Transaction Scenario Document must be completed and reviewed thoroughly with the Authority and a majority of the Milestones should be fully completed. • Schedule and confirm on-site installation dates with the Authority. • Paradigm to book travel arrangements at minimum two (2) weeks prior to on-site days. 26. Milestone 26—Installation Work Plan • Paradigm to present the Authority with the work plan that will include a specific schedule of the events that will occur while on-site. • The Authority to approve installation work plan. 27. Milestone 27—Database Maintenance Task • Paradigm to configure and setup the Universal Service and scheduling PDTask6 to perform routinely scheduled maintenance and backups of the database. • If the Authority's DBA schedules their own backups, Paradigm will work with DBA to ensure proper files are included. 28. Milestone 28—Go-Live Prep —Purge Test Data and Final Steps Prior to Go-Live • Final acceptance Test Plan to include KPI's to be mutually agreed upon. • Paradigm will review various tables and schemas that may need to be purged before Go-Live, as well as final steps/procedures to prepare for Go-Live. • Paradigm to perform file backup. • Depending on the Authority's configuration, data may need to be reloaded after final test data purge. • Examples of potential Tables that certain months or all data would need to be purged prior to Go-Live: o InsFunds tables (Purge and Reload if Upgrade) o Z Out(Purge and Reload) o Trans table for the testing period o Hold Table (Hold.Trans) o Actg Batch table (If Using AR and Aging) o A2 Payment table (If using AR and Aging) o Offense Table (if using offenses) o CustomFreeUnits Trans (If Using Custom Free Units) o Purge History Schema(Use DBUpdate) o Purge Audit Logs (Use DBUpdate) o Reset Sequence Numbers o To prevent issues of the office editing recent tickets after Go-Live that may not exist at a site's database, it is recommended to load 3 months of transactions prior to Go-Live. (Please note that if there are multiple sites/instances of the Software System/database, these steps will need to occur for each instance.) 47 Exhibit 1 to Agreement No.19-202 (No 16C 29. Milestone 29—Go-Live • The Parties will participate in this Milestone to cutover from the current solution to CW6. 30. Milestone 30—Final Historical Transaction Data Conversion • Paradigm may need to reload most recent transactions up to Go-Live. • Paradigm will convert any additional historical transaction data as required per the Agreement. • Setup tables should not be reloaded after Go-Live. • Paradigm will assist the Authority in the development and implementation of a disaster recovery system within the price of the current Agreement unless extended by change order. 31. Milestone 31 —Post Installation Checklist • Paradigm will review Post Installation Checklist to ensure all items have been completed. • Paradigm will provide the Final Installation Note document to the Authority to assist with understanding the transition from the installation team to the support team. 32. Milestone 32—Knowledge Transfer from Install to Support After a full billing has occurred, the installation technician will present the details of the project to the Support team. • Present the installation to the Support Team. Show Visio, Transaction Scenario Guide, Photos, etc. and discuss overview of the installation. • Review any special modules or customizations that were needed, as well as WeighPay and Posting Details. • Discuss VPN tab to ensure techs know how to connect for support. • Also discuss any open incidents (if applicable). • All prerequisite Milestones must be closed prior to requesting the transfer. 33. Milestone 33—Install Manager Post Go-Live Follow-Up • Paradigm's Install Manager will schedule a call with the Authority's primary contact to discuss the implementation. The purpose of this call is to provide a Quality Assurance check on how the implementation proceeded from start to finish. We will be ensuring our staff has met the expectations of the Authority and if there are any open items that need to be address. 34. Milestone 34—Introduction to the Support Department Manager • Schedule call with Support Manager, Lead Install Tech and Authority's Primary Contact to introduce the Support Manager and detail the support process to the 48 Exhibit 1 to Agreement No. 19-202 C 1 6 C 6 Authority to ensure the Authority is contacting support for support related issues going forward. 35. Milestone 35—Business Development Follow-Up • Task for Business Development to contact the Authority's Primary Contact to perform a Quality Assurance assessment of the entire process from Start to Finish. 49 Exhibit 1 to Agreement No. 19-202 C I6C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT B Purchase Price Schedule Description Qty/UM Unit Price Extended Price 1. CompuWeigh License - (1-user concurrent 20/Each $525.00 $10,500.00 license) * 2. WeighStation Program License * 30/Lane $5,775.00 $173,250.00 3. WeighStation Program License (for use in 1 /Lane $0.00 $0.00 the office) 4. MSMQ Module(>20 lanes) * 1 /Flat Fee $14,950.00 $14,950.00 5. Insufficient Funds/Split Payments Module * 1 /Flat Fee $1,575.00 $1,575.00 6. Alerts/Rules Module * 1 /Flat Fee $2,625.00 $2,625.00 7. Software Discount 1 /Each ($10,000.00) ($10,000.00) 8. AR and Aging Module * 1 /Flat Fee $19,995.00 $19,995.00 9. WeighPass Module (to be used for by-pass 1 /Flat Fee $9,625.00 $9,625.00 lane and Ref 1 /Ref 2 Access) * 10. Unattended Module (includes RF Module 1 /Flat Fee $20,000.00 $20,000.00 on unattended lanes) * 11. Jobs/LOA/DAS Module * 1 /Flat Fee $25,000.00 $25,000.00 12. Video/Picture Module * 30/Lane $1,575.00 $47,250.00 13. Light Module * 1 /Flat Fee $15,000.00 $15,000.00 14. Gate Module * 1 /Flat Fee $15,000.00 $15,000.00 15. WeighPay Module—(22 attended lanes. 22/Lane $1,885.00 $41,470.00 Customer must enter into an agreement with an approved vendor to be used as a gateway and/or processor and provide terminals. All costs associated with approved vendor are not included in PSLLC pricing unless specifically noted.) * 50 Exhibit 1 to Agreement No.19-202 C 1SC Description Qty/UM Unit Price. Extended. • Price. 16. WeighPay Module—(For use in the 1 /Lane $0.00 $0.00 office. Customer must enter into an agreement with an approved vendor to be used as a gateway and/or processor and provide terminals. All costs associated with approved vendor are not included in PSLLC pricing unless specifically noted.) * 17. Web Reporting Module (with credit card 1 /Flat Fee $25,000.00 $25,000.00 integration) (Customer must enter into an agreement with an approved vendor to be used as a gateway and/or processor. Customer is responsible for hosting for the solution, SSL and any and all fees. PSLLC can provide hosting for an additional fee if the Authority is interested.) * 18. Scale Monitoring Module * 30 /Lane $1,575.00 S47,250.00 19. Driver's License (Barcode) Scanning 30 /Lane $1,575.00 $47,250.00 Module * 20.Export to Third-Party Accounting Package 16/Hour $225.00 $3,600.00 (GL only)—(Export to eFinancePlus Software) * 21. Historical Data Conversion(includes 1 /Flat Fee $0.00 $0.00 trucks, accounts, rates, transactions, accounting starting balances—does not include historical accounting data. ALL data must be in the same format and layout. If different data formats or layouts are supplied, additional charges may apply.) 22. Customization—Ability to scan documents 1 /Flat Fee $0.00 $0.00 at the time the transaction is processed. The exact process will need to be determined based on the Authority providing business requirements. We will include this customization up to 20 hours at no additional charge to the Authority. This does not include the purchase of any necessary hardware. 23.Swing Away Canopy for Enclosures 8 /Each $1,660.19 $13,281.52 51 Exhibit 1 to Agreement No.19-202 C 16C 6 Description Qty/UM Unit Price Extended, Price 24. Stainless Steel Kiosk Enclosure (w/heater, 8 /Each $7,241.75 $57,934.00 fan, exhaust&thermostat—(NOTE: Customer will be responsible for all wiring, electrical, trenching, conduit and bollards. PSLLC will configure the hardware to work with the software. At implementation-2 kiosks will contain unattended credit card hardware,the remaining 6 kiosks will have a plate that can be switched at a later date to accept the unattended credit card hardware.) 25. Touch Screen Industrial Computer for 8 /Each $4,500.00 $36,000.00 Enclosure 26. Kiosk Thermal Receipt Printer 8 /Each $850.00 $6,800.00 27. 2-port Extended Temperature Serial 1 /Each $528.06 $528.06 Server(Perle) 28. RF Junction Box - (to connect to existing 8 /Each $600.00 $4,800.00 RF Readers) 29. Intercom Master (IP) - (Includes Master 8 /Each $1,870.64 $14,965.12 Station, Sub-Station Adapter and Transformer - customer must provide POE Switch) 30. Intercom Remote Horn/Station (IP) - 8 /Each $751.17 $6,009.36 (Includes Horn and Push Button) 31. 4-port Extended Temperature Serial 29/Each $774.80 $22,469.20 Server (Perle) 32. 1-port Serial Server(Perle) 1 /Each $486.20 $486.20 33. Case Kiosk Thermal Receipt Paper (8 7 /Each $145.54 $1,018.78 Rolls) - (one case per site) 34. Outdoor Display - (External Display - 22 /Each $2,457.00 $54,054.00 24X64 Compact Outdoor Enclosed) 35. OPTO Board, Brain and Modules (to 18 /Each $1,700.00 $30,600.00 52 Exhibit 1 to Agreement No.19-202 16C 6 Description Qty/UM Unit Price Extended Price' control lights and gates) 36. Indoor Thermal Receipt Printer 22/Each $461.36 $10,149.92 (Serial+US B+Ethernet) 37. Camera- customer to provide POE switch 138 /Each $1,069.81 $147,633.78 and location of each camera on the lanes (NOTE: Customer will be responsible for all wiring, electrical, trenching, conduit and bollards up to the camera. PSLLC will configure the hardware to work with the software.) 38. Driver's License/Barcode Scanner 30/Each $598.69 $17,960.70 39. Driver's License/Barcode Scanner in 3 /Each $625.25 $1,875.75 Stainless Steel Enclosure (for Ref 1 and 2) 40. Fiber to Ethernet with 4-port POE Switch 8 /Each $762.75 $6,102.00 41. Project Management- (Authority will only 1,040/Hour $150.00 $156,000.00 be invoiced for time used) 42. On-Site Installation- (Hardware - 1 /Flat Fee $50,000.00 $50,000.00 includes travel for one trip) 43. On-Site Installation- (Go-Live - 1 Site- 3 168 /Hour $301.60 $50,668.80 Techs for 7 days (2 weekend days) - includes travel) 44. On-Site Installation- (Go-Live - 2 Sites - 3 120/Hour $281.25 $33,750.00 Techs for 5 days -includes travel) 45. On-Site Installation- (Go-Live - 3 Sites -4 160/Hour $281.25 $45,000.00 Techs for 5 days -includes travel) 46. On-Site Installation- (Go-Live - 3 160 /Hour $281.25 $45,000.00 Sites -4 Techs for 5 days - includes travel) 47. On-Site Training - (includes travel and 160 /Hour $271.86 $43,497.60 weekend travel stay) 48. Remote Install/Training- (Authority will 480/Hour $210.00 $100,800.00 only be invoiced for time used) 53 Exhibit Ito Agreement No. 19-202 Description Qty/UM Uriiti Price. 'Extended Price 49. On-Site Installation- (After Hours Work- 200/Hour $315.00 $63,000.00 Authority will only be invoiced for time used) 50. Schedule A of Addendum B (one-time 1 /Flat Fee $1,405.00 $1,405.00 charges) Licensing, Customization,Hardware and Implementation Total: $1,531,129.79 *Used to calculate Annual Support at twenty(20%)percent. 54 Exhibit 1 to Agreement No. 19-202 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT C Payment Schedule All costs, and expenses and fees shall be on a fixed-fee basis, and each payment installation shall be made based on Payment Schedule below. Percentage Due: Amount Due: 50% -Hardware Due Upon Contract Execution $216,334.20 40% - Services Due Upon Contract Execution $235,086.56 25% -Hardware Due Upon Delivery $108,167.10 100% - Software Due Upon Initial Installation of Base Version in Test $509,340.00 Environment 25% - Services Due Upon Initial Installation of Base Version in Test $146,929.10 Environment 20% - Services Due Upon Go-Live $117,543.28 25% -Hardware Due Upon Go-Live $108,167.10 15% - Services Due 90 Days After Go-Live $88,157.45 100% - Due Upon Delivery for Schedule A of Addendum D (Credit Card $1,405.00 Gateway Services) $1,531,129.79 Annual Support Services Payment Schedule Percentage Due: Amount Due: 100% - Software Support Due 90 Days After Go-Live and Pro-Rated for 9 $103,868.00 Months to coincide with Credit Card Gateway Services and Annually Thereafter (with modifications per the Terms of the Agreement) 100% - Hardware Support Due Upon Go-Live and Annually Thereafter $34,000.00 (with modifications per the Terms of the Agreement) 100% -Due upon Go-Live for Schedule B of Addendum D (Credit Card $33,870.00 Gateway Services) and Annually Thereafter (with modifications per the Terms of the Agreement) $171,738.00 55 Exhibit 1 to Agreement No. 19-202 SAD 16C i STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT EXHIBIT D Hardware Inventory DESCRIPTION QTY/UM Touch Screen Industrial Computer for Enclosure 1 /Each Kiosk Thermal Receipt Printer 1 /Each 2-port Extended Temperature Serial Server(Perle) 1 /Each RF Junction Box- (to connect to existing RF Readers) 1 /Each Intercom Master(IP) - (Includes Master Station, Sub-Station Adapter and 1 /Each Transformer) Intercom Remote Horn/Station (IP) - (Includes Horn and Push Button) 1 /Each 4-port Extended Temperature Serial Server(Perle) 1 /Each 1-port Serial Server(Perle) 1 /Each Outdoor Display - (External Display - 24X64 Compact Outdoor Enclosed) 1 /Each OPTO Board, Brain and One of Each Module 1 /Each Indoor Thermal Receipt Printer(Serial+USB+Ethernet) 1 /Each Camera 1 /Each Driver's License/Barcode Scanner 1 /Each Fiber to Ethernet with 4-port POE Switch 1 /Each RF Reader 1 /Each 56 Exhibit 1 to Agreement No. 19-202 C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM B Service Levels 1. Definitions In this Addendum B,the words set out below will have the following meanings: • "Business Day" shall refer to 7:00 a.m.to 6:00 p.m. (Eastern Time) Monday, Tuesday, Wednesday,Thursday and Friday, except for statutory holidays. • "Custom Hardware" means all hardware assembled or manufactured to meet the Authority's specifications and supplied to the Authority by Paradigm pursuant to the Agreement to which this Addendum B is attached. • "Incident" means any Authority query, defect, problem or error regarding the Software System, Hardware, or Custom Hardware. • "Hardware" means all hardware supplied by the Authority or supplied to the Authority by Paradigm pursuant to the Agreement to which this Addendum B is attached. • -"Software System" means all Software System supplied to the Authority by Paradigm pursuant to the Agreement to which this Addendum B is attached. • "Statutory Holidays" — the following days are the statutory holidays that Paradigm's Offices are closed. If any changes, Paradigm will provide a holiday schedule for the upcoming calendar year by November 30th of the preceding year each year during the Term: • New Year's Day—January 1st if it falls on a weekday, else the Monday following • Good Friday—Friday before Easter Sunday • Memorial Day—The first Monday following May 22nd • Independence Day — July 4th if it falls on a weekday, else the Monday following • Labor Day— 1st Monday in September • Thanksgiving 4th 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 the Parties for support services to be provided by Paradigm to the Authority, thereby ensuring a timely and efficient resolution to any Incidents encountered by the Authority in the use of the Software System. 3. Objectives of Service Level Requirements The Parties acknowledge and agree that the purpose of this Addendum B is: • To create an environment of co-operative relationship between the Parties to ensure effective support for the Authority's end users. • To document the responsibilities of the Parties with respect to the Service Level Requirements. 57 Exhibit 1 to Agreement No.19-202 C I C 6 • To ensure that the Authority 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 Authority. • To detail the information Paradigm requires from the Authority 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 Parties to communicate credible and reliable information. First, the Parties acknowledge and agree that it is important that there be a clear chain of communication between Parties. Second, the Parties 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, the Authority's/Partners may support Types 1-4 in part or in whole. During the provision of Standard Support Services, Paradigm is required to comply with the Authority's protocols for remote access and Software System 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 Authority of closure of Type 1 ticket • Escalation/dispatch to Type 2 or Type 3 • The entire Software System will be supported by Paradigm as its core product, and any customizations required for the Authority's use shall be well documented and provided to the Authority, and will be incorporated by Paradigm as the core product provided under this Agreement and will be supported for the Term of this Agreement and during the Version Support Period provided for in this Agreement. 4.2 Type 2—Hardware Support • Initial Hardware configuration • Initial Server Environment set-up • Diagnostic assistance • Troubleshooting devices and network • Repair and supply of hardware components provided by Paradigm associated with the operation of the system pursuant to Section 11(b) of the Terms and Conditions • Inform the Authority of closure of Type 2 ticket 58 Exhibit 1 to Agreement No. 19-202 C A° lac • 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 System integrations (provided by Paradigm) • Inform the Authority of closure of Type 3 ticket • Escalation/dispatch to Type 5 4.4 Type 4 Updates and Installations • Provide Updates to the Authority for installation in Test Environment • Provide Updates to the Authority for installation in Production Environment The Authority will implement Microsoft critical patches and Paradigm shall use its best good faith efforts to provide continued support of the existing Software System. 4.5 Type 5 Product Development • New features within Version or fixes requiring code changes • Interfaces to other systems • Customizations 4.6 Type 6—Review and Refresh (Billable) • Multi-day session on topics to be agreed with the Authority; may be on-site or remote • Review application configuration and hardware deployment • Demonstration of new features or options • Deliver training sessions as requested by the Authority • Advise on Best Practices 5. Service Level Requirements 5.1. Incident Severity Ranking Severities for all Incidents in which the Software System is not operating as described in the Agreement, will be jointly classified by the Parties under one of the following three classifications and according to their "severity ranking" impact on core areas of the Software System function listed in the table below: (1) Displaying information to Operators (2) Capturing information from site peripherals (3) Acquiring/ Storing information from the Software System 59 Exhibit 1 to Agreement No. 19-202 f~z:y "C 6 Severity Identification Description Ranking 1 Emergency Complete stop or major breach of the Software System or Hardware ceases the Authority's 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 Authority 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). 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 the Authority 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 1 Respond immediately to Diagnose problem and Return to operation Emergency the Authority or contact in establish plan to correct within four(4) hours the immediate hour of failure within two (2) hours receiving the incident notification. 60 Exhibit 1 to Agreement No. 19-202 C ! 6C 6 2 Respond immediately to Diagnose problem and Return to operation High the Authority or contact establish the plan to correct within one (1) within one hour of failure within two (2) hours business day, or as receiving the incident agreed to by the notification Parties representatives 3 Respond immediately to Establish plan to correct Return to normal Medium the Authority or contact failure within twenty-four operation within two within two business hours (24)hours (2) days including the of receiving the incident weekends or as agreed notification to by the Parties representatives 4 Respond immediately to Establish plan to correct Return to normal Low the Authority or contact failure within forty-eight operation within five within one business day of (48) hours (5) business days or as receiving the incident agreed to by the notification Parties representatives 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 Authority's operations, the Authority can escalate (Annex A) 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 will automatically be escalated by Paradigm to the designated Paradigm and Authority management contacts. Response Time Exceeded The Authority will contact Support Manager to expedite response Corrective Plan Time The Authority will request Support Manager to support Exceeded problem diagnosis 6. Paradigm's,_Support 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 this Addendum B,with response time for Emergency Incidents within one hour. 61 Exhibit Ito Agreement No.19-202 0 16C 6 Other Incidents are worked per the following rules: • Regular Business Days — During Office Hours — Monday to Friday 7:00 a.m. to 6:00 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 6:00 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 6:00 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 6:00 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's Primary Reporting Responsibilities Paradigm proposes to review, on an annual basis, the performance of the support team 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. 8. The Authority's Primary Reporting Responsibilities The Authority will provide a prime and secondary Contact(s) through which all reported problems encountered by the Authority would be funneled for subsequent notification to Paradigm. These individuals must have a working knowledge of the Software System and equipment and will be responsible for managing user access, and for recording and reporting of problems. The Authority is responsible for providing services for the recording, referral and resolution of all faults encountered by end users throughout the Authority's operation. The Authority will refer all problems to Paradigm in a timely manner using the outline below to describe the problems: • Date/Time Reported: • Reported by: 62 Exhibit 1 to Agreement No. 19-202 C C 6 • Software System affected: • Equipment affected: • Problem Description- examples/pictures/screen shots, as available • Serial Number of Equipment on which Problem was detected: • Statement of Impact on the Authority's Operations: • Other pertinent information (as appropriate): • The Authority will supply Paradigm with reasonable remote electronic access to the Equipment, Software System, or any computer hardware where the Software System and data files may reside in order that Paradigm can investigate reported problems. • In order to maintain ongoing Standard Support Services, the Authority 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 (email shall suffice) 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 Parties. 10. Other Service Level Requirements Exclusions Services provided do not include support for system environment changes necessitated by the Authority or outside of the control of Paradigm. Examples of exclusions include, but are not limited to: • The Authority's infrastructure equipment upgrades or re-installations (e.g. Servers, DBMS Upgrades,Network Changes, File migrations, Middleware Upgrades, etc.) • Third-Party Vendor Software System changes (e.g. New Versions, Interfaces, File Imports/Exports, Anti-Virus, etc.) 63 Exhibit Ito Agreement No. 19-202 C I C STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM C Escrow Agreement THIS ESCROW AGREEMENT (this "Agreement") is made by and among Paradigm Software, L.L.C., a Maryland limited liability company ("Paradigm"), Shaffer, McLauchlin and Stover, LLC, a Maryland Limited Liability Company (the "Escrow Agent") and the undersigned Authority ("Authority"). Paradigm and the Authority have entered into a certain Standard Support Services and Licensing Agreement. This Addendum to that Agreement governs the custody and release of source code to be held by Escrow Agent for a certain computer Software System licensed to the Authority by Paradigm. It includes and is subject to all of the Terms and Conditions and Addenda attached to the Agreement itself, all of which are incorporated herein. READ,UNDERSTOOD AND EXECU FED on the date(s) indicated below. PARADIGM SOFTWARE,L.L.0 FER,MCLAUCHLIN AND STOVER,LLC 11.3 Old Pad ni Road, S 36-South Main Street, Suite 102 Cockeysv' e 2103 el Air,MD 21014 B By: cki W. Barlow,II Eric E.McLauchlin Chief Operatingat fficer Partner/Member Date: // / '/ /Q/9 Date: G 1. 1 . 14 SOLID WASTE AUTHORITY OF PALM BEACH COUNTY 7501 North Jog Road West Palm Beach,FL 33412 By: Dan Pe lowitz Executive Director Date: 4{li3 141/ 64 Exhibit 1 to Agreement No.19-202 C 16C 6 TERMS AND CONDITIONS 1. Deposits Escrow Agent has accepted and currently holds on deposit a single copy of the source code ("Source Code") and related information for certain computer programs as more specifically identified in Section 10 below that have been licensed to the Authority pursuant to a written license agreement (the "License Agreement"). All such materials with the Source Code are hereinafter collectively referred to as (the "Escrowed Assets"). Paradigm shall deposit an updated copy of the Source Code upon each general release of such updates or upon any change to the Source Code and each updated copy shall upon deposit be deemed the Source Code under this Agreement. Paradigm shall also update, as necessary all other Escrowed Assets, with each general release, version, changes and modifications. After each update, Paradigm shall automatically send the updated Escrowed Assets to the Escrow Agent with a notification of such action to the Authority. The copy of the Source Code and each other Escrowed Asset held by Escrow Agent shall be and remain the exclusive property of Paradigm, and Escrow Agent will hold the Escrowed Assets as specifically provided in this Agreement. Escrow Agent will hold the copy of the Source Code and each Escrowed Asset in safekeeping at its offices and may deliver a copy of the same to the Authority, but only under the conditions specified below. Upon reasonable request, and at the Authority's cost, the Authority has the right to have its auditor or agent examine the copy of the Source Code and each other Escrowed Asset to confirm that that version in escrow is the most current version of each Escrowed Asset and 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. 2. Conditions for Release The Authority shall be entitled to receive from Escrow Agent and to make limited use as herein provided of a single copy of the most recent version of the Source Code or such other Escrowed Asset, if (i) Paradigm releases the Source Code or such Escrowed Assets to other licensees as a matter of general policy; (ii) Paradigm refuses to offer the Authority 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); (iv) Paradigm as a debtor-in possession or a trustee-in-bankruptcy in a case under the United States Bankruptcy Code rejects the License Agreement, (v) any direct or indirect sale of more than 50% of the ownership interests in Paradigm, or the sale of all or substantially all the assets of Paradigm, or any other sale, transfer, merger or acquisition transaction without the prior written consent of the Authority, or (vi) the Source Code and Escrowed'Assets are to be released to the Authority in compliance with the terms of the License Agreement. Any of the foregoing events is referred to below as a"Release Condition". 65 Exhibit 1 to Agreement No. 19-202 C.A� 16C 6 Upon the happening of any Release Condition, Authority may at its option give Escrow Agent written notice (the "Notice") requesting a copy of the Source Code and each other Escrowed Asset. The Notice shall (i) be labeled "Notice Under Escrow Agreement Dated , 2019," (ii) specify the Release Condition with reference to the applicable section of this Agreement; (iii) identify (by application name, version number and release date, and any other pertinent information) the computer programs for which the Source Code and each other Escrowed Assets is on deposit and which the Authority desires to have released; and (iv) be given within sixty (60) days of the Authority'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 fifteen (15) 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 the Authority by Secure Delivery, and Escrow Agent shall continue to hold the Source Code in accordance with this Escrow Agreement. If Escrow Agent does not receive the Statement within the applicable time period, or if Escrow Agent is informed in the Statement that Paradigm's denial of statements in the Authority's Notice does not apply to certain applications or modules, Escrow Agent is authorized and directed to deliver a copy of the applicable Source Code or any other Escrowed Asset to the Authority. Upon delivery to the Authority under any circumstances, the Source Code and each other Escrowed Asset shall become a part of the licensed Software System 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 or any other Escrowed Asset to the Authority 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 the Authority requesting release to the Authority. The Escrow Agent may withhold release of the Source Code or any other Escrowed Asset to the Authority if fees or costs owed by the Authority to the Escrow Agent are unpaid. 3. Payments and Fees The Authority shall pay to Paradigm $500.00 upon the execution of this Agreement for the establishment of an account (the "Acceptance Fee") plus $200.00 for the initial deposit (the "Maintenance Fee") for 2020. Thereafter, the Authority shall pay to Paradigm $200.00 per calendar year for the Maintenance Fee. Upon execution of this Agreement and receipt of payment from the Authority, Paradigm shall pay the Escrow Agent a $300.00 Acceptance Fee and a $100.00 Maintenance Fee for 2020. Thereafter, Paradigm shall pay the Escrow Agent a $100.00 Maintenance Fee per calendar year. The Parties agree that the Maintenance Fee will not exceed $500.00 per calendar year. The Authority's terms of payment are "Net 30 Days" after receipt of an acceptable invoice for services rendered to date. Any fees or expenses incurred by the Escrow Agent in connection with its performance of services hereunder, including without limitation the cost of media, copies, delivery charges, long distance charges, postage, shipping, handling and insurance shall be paid equally by Paradigm and the Authority. 66 Exhibit 1 to Agreement No. 19-202 I 6 4. Termination and Cancellation It is the responsibility of the Authority to forward the annual Maintenance Fee to Paradigm. Failure of the Authority to pay Paradigm the applicable fees, within thirty (30) days written notice of payment due, shall result in the cancellation of the Escrow Agreement and the termination of Escrow Agent's obligations under the terms thereof, in which case Escrow Agent shall return the Source Code and other Escrowed Assets to Paradigm and shall have no further obligation hereunder. This Agreement shall also terminate upon delivery of a copy of the Source Code and all the other Escrowed Assets to the Authority in accordance with the terms of this Agreement or the termination of the License Agreement, whichever occurs first. The delivery of a copy of the Source Code and all the other Escrowed Assets to the Authority hereunder shall act as a termination of all of Paradigm's responsibilities, all of Paradigm's warranties, and all of Paradigm's Software System maintenance obligations under the License Agreement and all other agreements. 5. Limitation on Escrow Agent's Responsibility and Liability As a fiduciary, conservator, receiver or guardian of the Escrowed Assets 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 Escrowed Assets except as provided hereunder to confirm that the copies delivered are in fact accessible and available. The Escrow Agent cannot and does not warrant the content of the Escrowed Assets 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 Escrowed Assets as it maintains for its valuable documents and those of its clients at the same location. However, Escrow Agent shall not be responsible for any loss or damage to the Escrowed Assets due to 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 Escrow 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 Escrow 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 the Authority 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 67 Exhibit 1 to Agreement No. 19-202 C 16C 6 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 the Authority acknowledge that Escrow Agent has previously represented and represents Paradigm regarding other transactions, but nonetheless enter into this Agreement, consent to the representation by Escrow Agent of Paradigm, and waive any conflict created hereby, whether actual or potential, real or perceived. Each party has been advised to seek legal representation prior to executing this agreement. Paradigm and the Authority 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 or to represent Paradigm as to matters unrelated hereto, 6. Intellectual Property The release of the Escrow Material to the Authority will not act as an assignment of any Intellectual Property Rights that the Licensor or any third party possesses in the Escrow Material. Without prejudice to this Section 6, the Escrow Material shall remain at all times the confidential and intellectual property of its owner. In the event that Escrow Agent releases the Escrow Material to the Authority, the Authority shall be permitted to use the Escrow Material only for the release purposes. 7. Bankruptcy Paradigm acknowledges that this Escrow Agreement is an "agreement supplementary" to the License Agreement as provided in Section 365(n) of Title 11, United States Bankruptcy Code (the "Code"). Paradigm acknowledges that if a Trustee in a case under the Code rejects the License Agreement or this Escrow Agreement, the Authority may elect to retain its rights under the License Agreement and this Escrow Agreement as provided in Section 365(n) of the Code. After the commencement of a case under the Code by or against Paradigm, and unless and until the License Agreement is rejected upon written request of the Authority to the Trustee, Trustee (a) shall not interfere with the rights of the Authority as provided in the License Agreement and this Escrow Agreement, including the right to obtain the Escrowed Assets from the Escrow Agent. If the Trustee rejects the License Agreement or this Escrow Agreement and the Authority elects to retain its rights hereunder and upon written request of the Authority to the Trustee, the Trustee shall provide the Escrowed Assets to the Authority. 8. Resignation The Escrow Agent may resign by delivery of a thirty (30) day written notice to both Paradigm and the Authority. The Escrow Agent will deliver the Escrowed Assets (including the Source Code) upon the joint written direction of Paradigm and the Authority received within thirty (30) days of the date on the Escrow Agent's notice of resignation. If no joint direction is received within the time period outlined, the Escrowed Assets (including the Source Code) will be delivered to Thomas M. Wagner &Associates, 323 Williams Street, Bel Air, MD 21014-to serve as acting trustee, until the parties mutually agree on a successor escrow agent. 9. Miscellaneous 68 Exhibit 1 to Agreement No. 19-202 16C i A. Complete Understanding. This Escrow Agreement is the entire agreement and understanding between the parties with respect to the subject matter, and as such this Escrow Agreement supersedes all prior and contemporaneous agreements, negotiations, representations and proposals, written and oral, relating to the subject matter. The Authority expressly acknowledges, agrees and represents to Paradigm that there are no understandings or agreements with respect to the subject matter other than as expressly set forth in this Escrow Agreement. The Authority agrees that no contrary terms and conditions of any subsequent Authority 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. B. Notice. Any notice or communication provided or permitted hereunder shall expressly describe its purpose and scope, 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. C. 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 Escrow 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. D. Effective Date. This Agreement shall become effective and shall be binding only upon acceptance by the Authority, Escrow Agent and Paradigm, when the last party signs. E. Governing Law. This Agreement shall be deemed to have been entered into in the State of Maryland and shall be governed by, subject to, and interpreted in accordance with, the laws of the State of Maryland. 10. The Escrowed Assets to be deposited into Escrow The Escrowed Assets shall include, but are not limited, to the Source Code, including all Paradigm copyrighted and non-copyrighted source code and support documentation which will permit a reasonably skilled service provider to review and rework the Authority's Software System(as defined in the License Agreement), and to permit the Authority and its other vendors to integrate other software with the Software System: CompuWeigh system application source code including modifications specific to the Authority for the modules licensed to the Authority: • Message Queuing Module (MSMQ) • Web Reporting and Payment Module • Video/Picture Module • WeighPay Module/Signature Capture Module • Jobs Module • Accounts Receivable and Aging Module 69 Exhibit 1 to Agreement No. 19-202 CAQ I 6 Unattended and other related modules: • Unattended Operation Module • Traffic Light module • Traffic Gate module Other/Support Documentation: • File structures (data definitions and relationships) • Release date for each module listed above • Minimum/recommended system requirements for server(s) including but not limited to the operating system and version • Other documentation to include but not limited to name(s) of the programming/development language(s) and versions for the Source Code • ODBC drivers • API's (Application Program Interfaces); list of integrated third-party software versions/release information • Other information Paradigm deems pertinent to support the Source Code • Photographs, drawings, or schematics of the unattended system and its components, custom hardware, and any related support documentation. 70 Exhibit 1 to Agreement No. 19-202 16C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT ADDENDUM D Credit Card Gateway Processing PARADIGM SOFTWARE, L.L.C. ("PARADIGM"), by its acceptance of the Standard Support Services and Licensing Agreement (the "Agreement"), agrees to provide, by its acceptance of the Agreement to which this Addendum D is attached, and further agrees, through a subcontract with a credit card service provider designated by the Authority and as part of the Software Services provided under the Agreement to which this Addendum D is attached, to install the necessary hardware and software necessary for the Authority's Customers to pay for weighing services at Authority's Facilities with credit cards through the Credit Card Services as defined in and in accordance with the terms and conditions set forth in Schedule A and Schedule B attached hereto to this Addendum D ("Credit Card Services"). The Terms and Conditions of this Addendum D and Schedule A and Schedule B to this Addendum D shall relate only to the CardConnect Services. THIS ADDENDUM, INCLUDING ALL OF ITS TERMS AND CONDITIONS, IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO CREDIT CARD SERVICES AND CANNOT BE MODIFIED EXCEPT BY WRITING SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. EXCEPT FOR THE TERMS OF THIS ADDENDUM AND ITS SCHEDULE A AND SCHEDULE B, THE AGREEMENT TO WHICH THIS ADDENDUM IS ATTACHED, SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT. THE AUTHORITY UNDERSTANDS THAT THE FEES CHARGED BY PARADIGM IN THIS ADDENDUM REFLECT THE ALLOCATION OF RISKS EXPRESSED BY THE LIMITED WARRANTY, THE EXCLUSIVE REMEDY FOR BREACH OF THAT LIMITED WARRANTY, AND THE LIMITATIONS OF LIABILITY AND DAMAGES WHICH ARE SET FORTH IN THIS ADDENDUM. BY SIGNING WHERE INDICATED BELOW, THE AUTHORITY ACCEPTS THESE TERMS AND CONDITIONS AFFIRMS THAT IT UNDERSTANDS THAT TO CHANGE SUCH TERMS WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THIS ADDENDUM. 71 Exhibit 1 to Agreement No. 19-202 16C �6 TERMS & CONDITIONS TO CREDIT CARD PROCESSING GATEWAY SERVICE These Terms and Conditions, shall relate only to the use and provision of the Products and Services defined herein. For the purposes of this Addendum, the terms shall have the meanings set forth in Section 1 below and not as defined in the Agreement itself. For adequate consideration, the receipt of which is hereby acknowledged, and the Authority, intending to be legally bound, mutually agree to the following terms and conditions: 1. Definitions. Certain capitalized terms shall have the meanings set forth below: 1.1. "API" means application program interfaces or other access vehicles (i.e. web services) or methodologies. 1.2. "ACH"means an authorized clearing house. 1.3. "Authorized Users" means persons or entities that are authorized by the Authority to access and use the Services. 1.4. "Documentation" means the written materials provided to the Authority, including terms and conditions, training manuals, support policies, API and related documentation, integration tools and manuals and other related documentation to assist or describe the Services and/or the Products provided through Paradigm. 1.5. "Engagement Hardware" means the applicable hardware provided through Paradigm to the Authority and certified for use with the Services and used by the Authority to enable the use of certain of the Services. 1.6. "Gateway Services" means the transaction processing services provided to the Authority through Paradigm's Vendor, including the transmission, acceptance and authorization of credit, debit ACH and other transactions on behalf of the Authority to a payment processing network. 1.7. "Credit Card Platform" means the cloud-based payment solution owned and maintained by Paradigm's Vendor including the hardware and Software System=utilized for processing credit, debit and other transactions as well as transmitting other data between the Authority, a Software System solution utilized by the Authority, as well as the consumers of the goods and/or services provided by the Authority. 1.8. "Product(s)" means all equipment, Engagement Hardware, firmware, software (other than the Software System installed under the Agreement), and other applications, including all updates, modifications, enhancements, replacements, provided to the Authority through Paradigm under this Addendum and used solely in connection with the Gateway Services. 72 Exhibit 1 to Agreement No.19-202 C['U. 16C 6 1.9. "Services" means the services provided by Paradigm to allow the Authority to access the select Gateway Services provided by Vendor and its Credit Card Platform. 1.10. "Software System" means the Software System programs, including without limitation the Software System related to the Gateway Services and Credit Card Platform as well as related Software System & all pass-thru Software System licenses from third- party Software System providers whose Software System is part of the offering under this Addendum. 1.11. "Vendor" shall mean the owner and operator of the Processing and/or Gateway Platform. For the purposes of this Addendum, the Authority_has selected: ❑ CardConnect 2. Use of Services and Products. Subject to and conditioned on the Authority's and its Authorized Users' compliance with the terms and conditions of this Addendum, during the Term of the Agreement (as extended from time to time), the Authority and its Authorized Users may access and use the Services and the Products. Paradigm shall use commercially reasonable efforts to provide the Services to the Authority and its Authorized Users. Any terms for the purchase of Engagement Hardware shall be set forth in the applicable Schedule. Paradigm may, in its discretion from time to time, without liability to the Authority revise, modify, update, limit or replace any Products or Services in whole or in part in order to most efficiently provide the Services under this Addendum, provided the Products and Services are not adversely affected in any material manner and Paradigm provides reasonable notice to the Authority prior to the occurrence of any such event. 3. Documentation. Paradigm shall provide the Authority access to electronic versions of any applicable Documentation that Paradigm makes generally available to its customers of the same Services and Products. The Authority may print and reproduce the Documentation provided that: (i) the number of such copies is limited to those reasonably required for use the Authority and its Authorized Users, including, without limitation, training and archival purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies, whether such copies are made in whole or in part. 4. The Authority's Responsibilities. Paradigm shall provide the Authority access to electronic versions of any applicable Documentation that Paradigm makes generally available to its customers of the same Services and Products. The Authority may print and reproduce the Documentation provided that: (i) the number of such copies is limited to those reasonably required for use by the Authority and its Authorized Users, including, without limitation,training and archival purposes; and (ii) proprietary notices contained in the original copies of the Documentation are reproduced and included in all copies, whether such copies are made in whole or in part. 4.1 The Authority agrees to use the Products and Services in accordance with applicable laws and the Documentation provided by or through Paradigm. 73 Exhibit 1 to Agreement No. 19-202 f 1 6 C 4.2 The Authority is responsible for assuring the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all data entered or uploaded. Paradigm is not responsible for any inability to perform Services due to the Authority's use of improperly formatted or corrupt files, viruses on media provided, or incompatible backup media or Software System. 4.3 The Authority shall not transmit or store data that is subject to the rights of any third parties without first obtaining all required authorizations, consents, and/or rights in writing from such third parties. The Authority shall ensure that its use of the Product complies with all laws directly or indirectly applicable to the Authority and its Authorized Users. The Authority agrees to execute any and all documents and comply with any and all applicable procedures, rules and regulations which Paradigm, its Vendor or applicable law may require in connection with the Products and Services, including without limitation, procedures, regulations, and rules, as may be amended from time to time, promulgated by American Express, MasterCard, VISA, Discover, various other payment networks, NACHA, the settlement bank, and insurance carriers (collectively "Association Rules"). The Authority also agrees to adhere to such rules and regulations as are required by governmental agencies having jurisdiction over the transactions contemplated herein. The Authority agrees to not directly and knowingly use the Products or Services to engage in any activities in violation of federal or state anti-kickback laws. PARADIGM IS NOT LIABLE OR RESPONSIBLE FOR ANY ACTS OR OMISSIONS IN RELATION TO THE AUTHORITY'S OR ITS AUTHORIZED USERS' USE OF THE SERVICES OR PRODUCTS, INCLUDING WITHOUT LIMITATION USE OF THE SERVICES AND PRODUCTS IN WAYS THAT ARE NOT IN COMPLIANCE WITH LAWS. 4.4 The Authority understands that the Authority may not process transactions on behalf of any other entity or individual and that the use of the Products and Services is provided herein as a service for a single merchant account. Any attempt to use the Products and Services herein for more than one Merchant account without additional agreements and fees for each merchant may result in additional fees and charges, the revocation of rights to the Products and/or Services and termination of this Addendum. 4.5 This Addendum may not be sold, traded, assumed or otherwise transferred to another individual or entity without the express written consent of Paradigm, separately from the Agreement, and all rights of assignment are subject to the terms and provisions set forth in the Agreement. 5. Authorized Users. The Authority shall be responsible for ensuring Authorized Users' compliance with the terms set forth herein, the applicable laws or other agreements, all acts or omissions by Authorized Users, and for any damages incurred as a result thereof The Authority shall have sole responsibility for terminating the access previously granted to any Authorized User, whether for termination of employment, reassignment, or any other cause. Paradigm may disable an Authorized User's access to the Services at any time in its sole discretion if Paradigm has reason to believe that such Authorized User poses a security risk or has violated the terms of this Addendum. The Authority is responsible for designating user IDs and passwords for any and all Authorized Users. The Authority agrees to hold all passwords, user IDs or other system access credentials and information under close control and shall notify Paradigm immediately if access to such information is, or is thought to have been, released to 74 Exhibit 1 to Agreement No.19-202 1 i6C 6 any unauthorized party. The Authority agrees not to allow multiple users to access the Software System using a common account or user credentials. Security and control of assigned user ID's and passwords are the sole responsibility of the Authority and Paradigm shall not be held responsible in any way for any breach in system security as a result of the Authority's actions or inactions relating thereto. 6. User IDs. The Authority is solely responsible and liable for all activity occurring under the user IDs and passwords issued in connection with this Addendum whether or not such activities have been authorized by the Authority. The Authority shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Products and Services as contemplated by this Addendum, including those related to data privacy, international communications and the transmission of technical or personal data. The Authority shall: (i) notify Paradigm immediately in writing of any unauthorized use of any password or user ID or any other suspected or known breach of security, including the loss or theft of any password or user ID or computer or device containing such information; (ii) take all steps reasonably necessary to prevent access and use of the Services by unauthorized users; and (iii) not provide false identity information to gain access to or use of the Services or the Software System. 7. Payment Terms. The Authority shall pay the fees for the Products and Services as set forth in the Sales Agreement. The fees and charges shall be debited or billed in accordance with the terms of the Original Agreement. 8. Products. At no time shall the Authority utilize the Products or Services in any manner not consistent with the Documentation or the terms herein and shall not attempt to open any Engagement Hardware in any way. The Authority shall follow any and all instructions in relation to the operation of the Products. To utilize the Services, the Authority will be required to purchase Engagement Hardware and keep such Engagement Hardware in good working order. Paradigm shall not be responsible for any misuse, neglect or abuse of, tampering with or any external forces affecting the Engagement Hardware. The Authority shall be responsible for the purchase of and Paradigm shall be responsible for the installation and maintenance of any and all Engagement Hardware necessary for the provision of Services and for the Authority and its Authorized Users to access and use the Software System. The Engagement Hardware shall be subject to a manufacturer's warranty as between the Authority and the device manufacturer as administered by the manufacturer. Paradigm does not provide any warranties of any kind for the Engagement Hardware. Title and risk of loss of the Engagement Hardware shall pass to the Authority upon shipment. The Authority shall be responsible for all costs of insurance, taxes, storage, and transportation of the Engagement Hardware. Paradigm assigns to the Authority any third-party warranties and indemnities for the Engagement Hardware. The Authority's sole and exclusive remedy for the breach of any such third-party obligations under this Addendum shall be against the applicable third-party manufacturer or Vendor, and not against Paradigm. 9. Telecommunications; Internet access. For the avoidance of doubt, Paradigm does not provide telecommunication or other wireless or internet services. The Authority is responsible for obtaining access to the Internet using appropriate equipment and for ensuring proper security of the Authority's systems and access to the Services by the Authorized Users employed by the Authority. The Authority agrees to process data using third party programs, 75 Exhibit 1 to Agreement No. 19-202 coA 1 6 C including specifically internet "browser" programs that support appropriate data security protocols compliant with applicable laws, provided that Paradigm shall set up the Software System as provided in the Agreement to properly function with all such protocols. Paradigm makes no warranties of any kind and expressly disclaims in regard to the security and/or the services provided by any third-party telecommunication or any wireless or internet Paradigm. Paradigm shall not be responsible or liable for any failure, delay or deficiency in communications or transmission facilities, integration into third party Software System, infrastructure or Services. 10. Improper Use. Failure to comply with the terms of this Addendum or the Documentation may result in damage to the Products. Paradigm shall have no liability for damage or any losses to the extent that it resulted from the Authority's negligence, willful misconduct or failure to comply with the terms of this Addendum, the Documentation, or any other written instructions provided by Paradigm or the Vendor to the Authority. 11. Ownership. Except as otherwise provided for herein and in the Agreement, this Addendum shall not be deemed to grant to the Authority or any Authorized User any ownership interest in the Products, Documentation, or Services. All Products, Documentation, Services and any derivative works based thereon, including any improvements, enhancements, modifications, updates, versions and releases, whether or not patentable or registered, will remain the exclusive property of Paradigm (collectively, the "Paradigm Materials") or the Vendor. Paradigm expressly reserves all rights to Paradigm Materials not specifically granted herein. The Authority shall not: (i) attempt to assign the right to access or use the Products or Services to any third party; (ii) allow or authorize access to or use of the Products or Services to any persons other than Authorized Users; (iii) use the Products or Services for any purpose other than the Authority's own internal business purposes; (iv) reverse engineer, disassemble or decompile the Products or Services or attempt in any fashion to obtain the source code to the Software System or the Credit Card Platform; (v) knowingly use the Products or Services to send or store infringing or unlawful material or information; (vi) knowingly use the Products or Services to send or store material containing harmful computer codes, viruses, files, scripts, agents, or programs; (vii) interfere with or disrupt the integrity of the Products or the Software System contained therein or Services or the data contained therein; or (viii) attempt to gain unauthorized access to the Software System or Services or related systems or networks. 12. Confidential Data. The Products and Services enable the Authority to transmit, store, and receive certain information relating to financial transactions for the Authority and its Authorized Users (the "Services Data"). The Services Data will include confidential information of the Authority's Authorized Users. State and federal laws, as well as ethical and licensure requirements, may impose obligations with respect to confidentiality and other obligations that may limit the right of the Authority and persons acting on its behalf to make use of the Services or to transmit certain information to third parties. The Authority represents and warrants that it will, at all times during the term of this Addendum and thereafter, comply with all laws that are directly or indirectly applicable to, or that may now or hereafter govern, the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Services Data. It shall be the Authority's responsibility to cause all persons or entities under its direction or control, including Authorized Users, to comply with any such applicable laws. The Authority, at all times during the Term of the Agreement and this Addendum and thereafter, shall be solely 76 Exhibit 1 to Agreement No. 19-202 c liC 6 responsible for obtaining and maintaining all legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Services Data transmitted, stored, or received in connection with the Services. THE AUTHORITY ACKNOWLEDGES THAT PARADIGM WILL NOT ACCESS, RETRIEVE, STORE OR USE SERVICES DATA IN CONNECTION WITH THE AUTHORITY'S USE AND OPERATION OF THE SERVICES OR PARADIGM'S SERVICING, HOSTING OR MAINTENANCE OF THE SAME. PARADIGM DISCLAIMS ANY OBLIGATIONS RELATED TO SERVICES DATA AND CONFIDENTIAL INFORMATION. PARADIGM HEREBY REPRESENTS AND WARRANTS THAT IT HAS NO REASON TO ACCESS OR USE SERVICES DATA AND CONFIDENTIAL INFORMATION AND THAT IT WILL NOT DO SO. PROVIDING PARADIGM REMAINS IN COMPLIANCE WITH THE FOREGOING, PARADIGM SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY ACTS OR OMISSIONS BY THE AUTHORITY IN USING THE SERVICES IN WAYS THAT ARE NOT IN COMPLIANCE WITH ANY APPLICABLE LAWS OR OTHER REQUIREMENTS OR THE AUTHORITY'S USE OR MISUSE OF DATA TRANSMITTED, MONITORED, STORED, OR RECEIVED BY IT PROVIDED THAT PARADIGM AND ITS EMPLOYEES DO NOT BREACH ANY OF THEIR OBLIGATIONS HEREUNDER OR ANY LAW RELATIVE TO THE PROTECTION AND USE OF THE SERVICES DATA AND CONFIDENTIAL INFORMATION. 13. Equitable Relief. The parties acknowledge that monetary remedies may be inadequate to protect rights in Confidential Information and that, in addition to legal remedies otherwise available, injunctive relief is an appropriate judicial remedy to protect such rights. 14. Warranties and Disclaimers. Subject to the limitations of this section and subject to such limitations as are expressly provided elsewhere in this Addendum, Paradigm represents and warrants that Paradigm has the legal right to perform the Services and provide Products to the Authority and its Authorized Users, either itself or through third parties and that it shall perform such Services and provide such Products in compliance with all applicable laws and the terms of this Addendum and the Agreement. Paradigm further represents and warrants to the Authority that the Services provided by Paradigm hereunder shall be performed, in all material respects, in a professional, timely, and workmanlike manner. In the event the Authority believes Paradigm has breached the representations and warranties in the foregoing sentences, the Authority shall promptly notify Paradigm thereof including providing information necessary to allow Paradigm to examine the issue and to re-perform any Services containing reproducible errors. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS LICENSE (INCLUDING THIS AND ALL OTHER ADDENDUMS AND EXHIBITS ATTACHED HERETO)THE SERVICES AND PRODUCTS ARE PROVIDED TO THE AUTHORITY ON AN AS IS," WITH ALL FAULTS BASIS. PARADIGM FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE AUTHORITY'S ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE; FREE OF VIRUSES, UNAUTHORIZED CODE, OR POTENTIALLY HARMFUL COMPONENTS; WITHOUT DELAY; OR SECURE. THE PARTIES ACKNOWLEDGE THAT NO OTHER WARRANTIES OF ANY TYPE, EXPRESS OR IMPLIED, HAVE BEEN RESCINDED, WAIVED, OR DISCLAIMED. For the avoidance of doubt, Paradigm makes no warranties of any kind in regard to the services provided by any telephone company or other 77 Exhibit 1 to Agreement No. 19-202 16C 6 telecommunications provider. Paradigm shall not be responsible for any failure of any telecommunications provider however constituted or described. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply. 15. Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, NON-COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF DATA OR BUSINESS OPPORTUNITY, ANY GOVERNMENTAL, AGENCY, AND/OR REGULATORY FINES OR COSTS, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF THE SERVICES OR ENGAGEMENT HARDWARE, OR ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY PARADIGM OR ANY THIRD PARTY SOFTWARE SYSTEM PROVIDER. THE FOREGOING EXCLUSION SHALL APPLY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY SET FORTH IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not permit the exclusion of certain types of damages. Therefore, only if required by applicable law, some or all of the exclusions above may not apply. 16. Limitation of Liability. EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, TERMS AND CONDITONS AND COVENANTS SET FORTH HEREIN THIS AGREEMENT (INCLUDING ALL ADDENDUM AND EXHIBITS), AND FOR ANY CLAIMS BROUGHT UNDER SECTION 19 (PROPRIETARY RIGHTS) OF THE AGREEMENT AND SECTION 9 OF ADDENDUM A (INDEMNITY) FOR WHICH THERE WILL BE NO LIMITATION, THE AUTHORITY EXPRESSLY WAIVES AND SHALL NOT MAKE ANY CLAIM OF ANY KIND AGAINST PARADIGM ARISING OUT OF THE FAILURE OF PERFORMANCE OF THE PRODUCT THAT IS THE SUBJECT OF THIS ADDENDUM, THE SERVICES OR THE CREDIT CARD PLATFORM, PAYMENT TERMINALS OR THE GATEWAY OR ARISING OUT OF THE BREACH OF ANY WARRANTY PROVIDED BY PARADIGM, OR THE MANUFACTURER OF EQUIPMENT. IF, DESPITE THE OTHER TERMS OF THIS ADDENDUM OR ANYTHING IN THE AGREEMENT TO WHICH THIS ADDENDUM IS ATTACHED, PARADIGM HAS ANY LIABILITY TO THE AUTHORITY FOR ANY LOSS, HARM OR DAMAGE, THE PARTIES AGREE THAT PARADIGM'S LIABILITY TO THE AUTHORITY OR ANY OTHER PERSON UNDER OR RELATED TO ANY AND ALL SUCH LOSSES, HARM, OR DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE AUTHORITY UNDER THE AGREEMENT AND ALL ADDENDUMS, AND RECEIVED BY PARADIGM SPECIFICALLY FOR THE SERVICES (EXCLUDING THIRD PARTY PASS-THROUGH FEES OR EXPENSES) PROVIDED PURSUANT TO THE AGREEMENT TO WHICH THIS ADDENDUM IS ATTACHED PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREIN. THE AUTHORITY ACKNOWLEDGES THAT, ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, PARADIGM WOULD NOT PROVIDE THE SERVICES TO THE AUTHORITY. 78 Exhibit 1 to Agreement No. 19-202 16C F. 17. Indemnification. Without limitation of any liability subject to any provisions set forth in this Agreement (including any Addendum or Exhibits attached hereto) to the contrary, Paradigm shall defend and hold harmless (without any limitation) the Authority, the Authorized Users, the Authority's customers and the Authority's Affiliates, officers, directors and employees from any claim that the use of the Services violates or infringes any third party's patent, copyright, trade secret or any other intellectual property rights. The Authority shall give Paradigm prompt notice of any such claim, shall cooperate fully with Paradigm in its defense of the claim, and Paradigm shall have sole control of the defense and settlement of any such claim. Should the Services hereunder be made the subject of any claim alleging misappropriation or infringement of any patent, copyright, trade secret, trademark or other intellectual property rights of any third person, Paradigm's sole liability shall be, at its option, to procure the right to use Services free of such liability or to replace or modify the Services to be non-infringing. In the event that neither of the foregoing options is commercially reasonable in Paradigm's sole discretion, Paradigm shall have the right to terminate this Addendum without further obligation and shall return to the Authority any prepaid fees for Services not yet rendered. Paradigm shall have no obligation to defend or indemnify the Authority for any claim arising from the Authority's use of the Services inconsistent with its Documentation or in combination with any Software System not provided or approved by Paradigm. 18. Term. This Addendum shall be effective on the date hereof and shall continue for the length of the term of the Agreement (the "Initial Term") and shall continue thereafter for successive additional one-year terms (each a "Renewal Period" and together with the Initial Term, the "Term") unless either party hereto provide written notice to the other of its intent not to renew at least sixty (60) days prior to the end of the then-current Term. Notwithstanding anything to the contrary, the Term of this Addendum may be terminated independent of the Agreement to which this Addendum is attached, and in no event shall the term of this Addendum exceed the term of the Agreement. 19. Intended Third Party Beneficiary. Vendor shall be designated as an intended third-party beneficiary of the contractual rights of Paradigm herein and under the Agreement solely with respect to the Products and Services that are the subject of this Addendum. 79 Exhibit 1to Agreement No.19-202 16C b SCHEDULE A Qty UM Description Unit Extended Price Price Setup Fees (One-Time) 10 EA Gateway Account Setup Fee $60.00 $600.00 23 EA Terminal Setup Fee $35.00 $805.00 Project Total: $1,405.00 BUSINESS CONTACT INFORMATION Corporate Name: DBA: Contact Name: Address: Phone: _ Email: SHIPPING INFORMATION Corporate Name: DBA: Contact Name: Address: Phone: Email: Shipping Type: Express Saver (included) 80 Exhibit 1 to Agreement No. 19-202 CM) 1 C 6 SCHEDULE B Qty UM Description Unit Annual Price Service Charge 12 MO 23 Ingenico iPP320 (one for each attended scale $977.50 $11,730.00 and one for office)Note: 23 x $42.50 = lease price $977.50 12 MO Gateway Account Monthly Fee (10 accounts per $270.00 $3,240.00 month—recurring fee) 12 MO Gateway Terminal Monthly Fee (25 terminal per $675.00 $8,100.00 month—recurring fee) 12 MO Gateway (23 Attended) Per Transaction Tier $900.00 $10,800.00 (>5,000 and up to 10,000 transactions per month)* Annual Service Charge: $33,870.00 * Gateway Per Transaction Tier: The Gateway Per Transaction Tier fee is calculated based on estimated annual credit card transactions. If the Authority's average exceeds 10,000 transactions per month for the term, the Authority will be moved to the next higher tier as shown in the table below for the following renewal term. A reconciliation will be performed on or around December 1, 2020 but no later than December 10, 2020, and thereafter, annually each December by the same date thereafter during the term to determine the tier for the following renewal teim. 81 Exhibit 1 to Agreement No.19-202 %A.0 16C 6 Description Monthly Annual Fees** Fees** Gateway Per Transaction Tier(<1,000 transactions per month) $153.00 $1,836.00 Gateway Per Transaction Tier(>1,000 and up to 3,000 transactions $405.00 $4,860.00 per month) Gateway Per Transaction Tier(>3,000 and up to 5,000 transactions $630.00 $7,560.00 per month) Gateway Per Transaction Tier(>5,000 and up to 10,000 transactions $900.00 $10,800.00 per month) Gateway Per Transaction Tier (>10,000 and up to 12,500 $1,350.00 $16,200.00 transactions per month) Gateway Per Transaction Tier(>12,500 and up to 15,000 $1,800.00 $21,600.00 transactions per month) Gateway (Unattended) Per Transaction Tier (up to 5,000 $50.00 $600.00 transactions per terminal per month) (Additional $50 per refund (excludes refunds made via WebMIS)) **Fees are subject to change annually. Paradigm will provide the Authority with at least sixty (60) days' notice prior to the renewal term of any changes to the fees listed in the Current Gateway Services Fee Tiers table. 82 Exhibit Ito Agreement No. 19-202 1 6 C 6 0'4dilde WA SOLID WASTE AUTHORITY YOUR PARTNER FOR SOLID WASTE SOLUTIONS ADDENDUM NO. 2 INTEGRATED POINT OF SALENEHICLE SCALE SOFTWARE MANAGEMENT AND ACCOUNTS RECEIVABLE SYSTEM RFP No. 19-202/DL December 6, 2018 This Addendum to the specifications and contract documents is issued to provide additional information and clarification to the original RFP's scope of services and proposal form and is hereby declared a part of the original scope of services and contract documents. In case of a conflict,this Addendum shall govern. PROPOSERS shall acknowledge receipt of this Addendum by inserting this Addendum Number and Date issued within Proposal Form 1 —Transmittal Letter located within the original RFP document. Failure to do so may be cause for the PROPOSER to be rendered as non-responsive. REMINDER: SUBMISSION DUE DATE: JANUARY 14, 2019 SUBMISSION DEADLINE: 2:00PM LOCATION: SOLID WASTE AUTHORITY ADMINISTRATION BUILDING 1. Responses to questions received prior to November 15,2018 are as follows: Q.1: There are multiple "desired" but not"required" items. We didn't see where points are withdrawn for not providing responses. Is consideration provided for positive responses to these items? A.1 The instructions for completing the requirements checklist can be found in Part VI on page 28. Item 8 defines four possible responses. No response is equivalent to the 4th option — "CANNOT MEET". The 4 options listed were meant to be all inclusive. However, if you have a 'positive response'that is not addressed in options 1,2 or 3,then please write it into the comments section provided for each applicable requirement. Q.2: Reference: PART II: STATEMENT OF WORK Introduction and Background Information, Page 9, Current Operating Procedures A2, Paragraph #1: "Customers with no established accounts pay a deposit at weigh-in and settle up when they weigh out at the outgoing scale house etc. QUESTION: How is this deposit calculated? Is there a formula? Is it a flat rate? A.2 The Weighmaster estimates the deposit based on waste type and volume. This method is acceptable in the new solution. However,options and recommendations are encouraged. Currently, a deposit is determined and collected upon entering the facility and the amount is documented in the system. Once the customer disposes of the load the customer must return to the scale house to determine the tare weight needed to complete the transaction. Q.3: Reference:PART II: STATEMENT OF WORK Current Operating Procedures, Page 10,A5, Paragraph#2: BPF application: QUESTIONS:In order to Pass Data to this system,please provide all technical details to do so. What kind of import will it accept from a 3m party application? Please provide response as if your own programmers were trying to integrate with it? A.3 Currently, the Authority does not have functionality to accept data from third-party applications. BPF application connects to WIMS database directly to get the required data. Instead of passing data, we prefer the Proposers to allow BPF Inventory system to connect to the SSMS database. So that the Authority can update BPF inventory system to query SLUDGE transaction details from SSMS database. 7501 NORTH JOG ROAD,WEST PALM BEACH, FLORIDA 33412 (561)640-4000 FAX (561)640-3400 16C 6 Q.4: Reference: PART II: STATEMENT OF WORK: Current Operating Procedures, Page 11,A7,Accounts Receivable: QUESTION:Will the county accept a fully integrated 3rd party Accounts Receivable solution? A.4 The Solid Waste Authority will accept 3rd party options to meet the requirements detailed in 'EXHIBIT F — REQUIREMENTS CHECKLIST'. However, the quality of the 3rd party option will depend on several factors, including—Degree of integration—Is it seamless? Does it require multiple interfaces? Maturity of 3rd party relationship — The length reflects on product stability. References — Are references running the 3rd party option provided? Q.5: Reference: PART II: STATEMENT OF WORK CURRENT SYSTEM—WIMS Page 12,B4: QUESTION:Please define clearly"decals". A.5 Decals are unique 5-digit numbers that identify detailed information about the vehicle and customer including the tare weight. If the vehicle has a trailer, container or roll-off, that'associated' unit also has a unique 5-digit number. The WIMS system automatically adds the 2 tare weights together to determine the net weight for the transaction and calculates the tipping fee based on the waste type. Currently,there are 9,700 active vehicle/truck decals and 18,000 active'associated'decals in WIMS. This 5-digit number is also a sticker on the vehicle/associated(below-#67472). The weighmaster manually keys the 5-digit number into the WIMS system. Conversion to barcoded decals would be ideal. However, not all vehicles have decals. In that case,a generic number is used to process the transaction and the customer must return to the scale house after dumping the debris to determine the tare weight needed to complete the transaction(related to question#2reregardin "deposits" . P Q AA Q.6: Reference: Unattended Vehicle Scale System(UVSS)5),page 13 QUESTION: How many Transcore readers do you have? Do you want to try to use them or replace them? How many Transponders do you have? Do you need any additional? A.6 Total number of TransCore readers that the Authority has related to UVSS itself is 8. Additionally, the Authority has two (2) TransCore readers that were added to UVSS systems at Landfill and Plant to operate entrance gates. The Authority prefers to use them if they are compatible with proposed system. Also, the Authority is open to replace them if the other model readers works better with proposed system. The Authority has about 200 Transponders installed on vehicles. The Authority does not need additional Transponders. The Authority buys them directly from TransCore. Q.7: Reference:Section 2.2,SCOPE OF WORK,Section B,2, Page 15: QUESTIONS: Please define (6) years of existing data to be converted to new system. Is this (6) years of Transactions? Can you export the transactions into a CVS format? Or provide other formats you can provide? A.7 Yes, the Authority would like to migrate 6 years of transactions and its related data that is tip fee rates, customer data including their deposits, charges, credit memos, debit memos and payments, statement summary, truck and trailer details etc.Yes,the Authority can export the transactions into CSV format or any other delimited format. Q.8: Reference:Section 2.2,SCOPE of WORK,Section B,5, paragraph 1, Page 16: QUESTION:Please provide 2 or 3 examples of what you mean by:"The system should provide features to ensure the validity of the data entered into the system by the Weighmaster by preventing the input of invalid data." A.8 Valid waste types and location codes are defined in the system. Transaction data entered into the system cannot use codes that are not defined in the system tables. Further customization would also be beneficial. The ability to restrict certain codes by waste type or site. For example, Sludge waste type is only accepted at our Biosolids Facility. Recycling is not accepted at our Plant. Also, having default values that can be overridden such as defaulting incoming waste to the site location. RFP No.: 19-202/DL-Addendum No.2 -2- i'A© 1 6 C 6 Q.9: Reference:SAME as above,regarding:Additional desired features include, Bullet#4: QUESTION:Can your existing security camera system accept ONVIF protocol with Static IP addresses? A.9 Bullet#4 referenced in this question will be removed from the RFP. The solution provided must include the camera and recording device hardware as outlined in section 3.2.6 TECHNICAL, D"Proposed System","This overview shall address the SSMS and UVSS hardware, drawings or schematics or the proposed hardware/equipment, software and associated hardware and peripherals...". There will be no integration with the existing security camera system. Q.10: Reference: Section 2.2, SCOPE OF WORK,Section B,7,Transaction Types on Page 17: QUESTION: Do you want to keep your current credit card service merchant vendor? If so, we need your vendor's name with a telephone and email contact,please.If not,are you willing to accept our recommendation? A.10 The Authority does not accept credit cards at this time although our current banking relationship is with Bank of America. Recommendations will be considered. Q.11: Reference: Section 2.2, UNATTENDED VEHICLE SCALE SYSTEM REPLACEMENT, Section 11, Page 19, last bullet,"The potential to accept payment as a future enhancement is desired, but not required." QUESTIONS:Does this include CASH as well as CREDIT CARD? A.11 CASH payments at the UVSS is not required. Q.12: Same as above, last paragraph in the section: QUESTIONS:Why do you mention that drivers may not be able to exit their vehicles? You don't want them to, do you? Why would they need to? A.12 That statement was for informational purposes. Some similar agencies require the driver to exit the vehicle. However, all of the Authority's scale houses and UVSS units, are constructed so that the driver remains in the vehicle. All interaction takes place through the scale house window with a weighmaster or at the UVSS unit. Q.13: General Question: Do you need new poles,mounting brackets,concrete pads,bollards...for UVSS? A.13 At this time,the Authority does not anticipate the need for new poles.The Authority may need the brackets to mount the new terminals of the proposed system. Q.14a: Reference: CSI System Questions regarding interfacing with existing system: QUESTIONS:1.How does the CSI system retrieve data from the current system,through a Web service? A.14a The Authority does not use web services. CSI system is written to switch the connection to WIMS database to retrieve required data and closes connection. The Authority could communicate same way if the Proposer could allow direct connection to the SSMS database to query required data. Q.14b: Reference: CSI System Questions regarding interfacing with existing system: QUESTIONS: 2. Can the CSI system be configured to use a different URL to retrieve data? Can we see an example of the URL format with any parameters,also an example of the output data formatting. A.14b The Authority does not use web services. The Authority could update the CSI system to consume web service to retrieve data if the Proposer do not allow direct connection to SSMS database. Q.14c: Reference: CSI System Questions regarding interfacing with existing system: QUESTIONS:3.The Overview talks about retrieving the minimum information for a specific Transaction: Customer Number,Commodity name, Gross,Tare,and Net Weights. Other than retrieving data are there any other operations expected in the interface. A.14c No other operations are expected in the interface other than retrieving required data. Q.15a: Reference: Requirements Checklist—Exhibit F#6: Regarding API, QUESTIONS:Are you looking for the ability to query the SQL database, REST service,or exactly what? A.15a Yes, the Authority wants to connect to the SSMS SQL database to query required data for the application. Alternatively,the Authority wants REST web service with the ability to return transaction details for the requests. Q.15b: Reference: Requirements Checklist—Exhibit F#159: Regarding Drill down on Reports QUESTIONS:Could you please provide a couple of examples to show how far and what fields you need for drilling down? A.15b Generally, the Authority wants to drill down from transaction amounts to see digitally stored images of source documents. A primary example would be to view an online amount for a scale transaction and be able to click on the value until we see the load ticket and any attachments. Another example would be to run a standard,delivered RFP No.: 19-202/DL-Addendum No.2 -3- 16C 6 on line query and be able to drill down from a summarized value by location or waste type and see the granular details for the summarized value. This is functionality the Authority currently does not have. 2. Part II — Statement of Work, Section 2.2 "Scope of Work", B. 5), Bullet #4: The verbiage, "Provide compatibility with the AUTHORITY's existing security camera system" has been removed from the RFP document. See attached revised document named REV-16-. 3. Exhibit F—Requirements Checklist has been revised. See attached revised document named REV-29-thru REV-37.The instructions for completing Requirements Checklist on page 28 of the RFP remains the same. ALL ELSE REMAINS THE SAME Diane LeRay,CPPO, CPPB Procurement Manager RFP No.: 19-202/DL-Addendum No.2 -4- 16C 6 4) Central Operations and Administrative Capabilities: The SSMS must provide a fully integrated Accounts Receivable and Billing capability. Several desired features include: • The ability for customers to view their account status online; • The ability for customers to pay their bills, including balances due,online; • The ability to send invoices electronically The SSMS must have the ability to provide office staff to adequately maintain the customer tables, truck tables, associated (trailers and roll-offs) tables and tipping fee tables necessary to manage the business. The system should also provide ease of administration and the ability to add or change user-defined fields and the labels associated with such fields. The system should provide full flexibility to accomplish the following: • Add or change Waste Types and Rates and to establish start and end dates for Waste Types and Rates; • Add or change tipping fee rates; • Add, maintain and update vehicle, trailer and container information, such as license plate numbers, tare weights,decal numbers,etc.; • Maintain customer account information; • Add or change special fees,such as Unsecured Load or Special Service charges. • Manage"contract pricing", including the ability to set limits by date range and/or volume; 5) Scale House Operations: The SSMS must provide a user-friendly and efficient interface for the Weighmaster with a minimum number of keystrokes or touch screen entries. The system should provide features to ensure the validity of the data entered into the system by the Weighmaster by preventing the input of invalid data. In an effort to eliminate the need to retain copies of paper tickets, the AUTHORITY desires the ability for Weighmasters to include comments if necessary and to store those comments with the transaction record. The system should include features to reduce Weighmaster manual entry such as: • Automate input of weights from the scale; • Automate input of vehicle identifiers by use of transponder, barcode,or other technology; • Automate input of tare or gross weights; • Automate calculation of fees, balance due on deposit,etc.; • Automate application of customer's contract pricing, if applicable; • Send scale house tickets electronically or in batch; • Handle tandem vehicles (interchangeable tractors and trailers) and capture both tractor and trailer identification; • Provide alerts on accounts that are in arrears or have been cancelled (e.g., customer cut off from using AUTHORITY facilities)pending payment or are on a cash only basis; • Ability for the Weighmaster to recapture the weight. Additional desired features include: • Allow weigh scale weights to interface and be visible on the scale camera and reviewable on the recording device; • View customer balance due at the scale house(preferably in real time); • Automate input of photos of the vehicle; • Provide compatibility with the AUTHORITY's existing security camera system; • Provide separate outside LED display for customer viewing; RFP No.:19-202/DL REV-16- October 2018 C 16C 6 Rey# Priority Process Requirement Description Response Comments Comply with U.S. weights and measures Required General laws, regulations, and standards and all audit standards. 2 Required UVSS Integrate UVSS devices at all identified locations with the SSMS. 3 Required General Fully integrated billing and accounts receivable system 4 Required Reporting The ability to generate custom reports. 5 Required Admin Provide flexibility for system administrators to configure the system. The SSMS should have an API that passes 6 Desired General transaction details to include,at a minimum, the tare weight and gross weight for a given transaction number. 6a Required General The SSMS should allow CSI application connect to SSMS database. 66 Required General The SSMS should allow BPF application connect to SSMS database. 7 Required General Comply with/conform to the Authority's existing scale equipment and indicators. 8 Desired Compatibili Comply with/conform to the WIMS Central ty servers(HP Pro Liant DL 580 G8). Support a number of input and output Compatibili devices and traffic control devices, 9 Required ty including control gates,loop detectors, video recorders and RFID readers common in the waste industry. Disaster Support wired and wireless modems and/or 10 Desired Recovery routers for communication when circuits are down for credit card processing. Operate the scale SSMS,accept payment 11 Desired General and generate weigh tickets with hand-held devices outside the scale house. Support input and output devices that 12 Desired General function on off-grid power sources such as solar and diesel-powered supplies. Comply with, support and control industry Compatibili standard off-the-shelf peripherals such as 13 Required ty printers,scanners,scale indicators,point-of- sale registers, credit card machines and signature capture tablets. 14 Desired Compatibili Provide compatibility with IBM Cognos ty Business Intelligence. 15 Desired Compatibili Provide and support a Cognos BI Catalog. tY Run SSMS systems at the outlying facilities 16 Required General independently when necessary if, for example, communication with Central is down. RFP No.: 19-202/DL REV- 29- October 2018 coP 16C i Capture transaction information from the I Required General outlying facilities and update a central database in real-time or near real-time. 18 Required General Update remote systems from the central system in real-time or near real-time. 19 Desired Accounts Allow customers to view their account Receivable status online. 20 Desired Accounts Allow customers to pay their bills, Receivable including balances due online. 21 Desired Accounts Send monthly invoices electronically. Receivable 22 Desired Accounts Send scalehouse tickets electronically Receivable (individually or in batch) 23 Required Admin Add or change Waste Types and Rates. 24 Required Admin Add/change start and end dates for Waste Types and Rates. 25 Required Admin Add or change tipping fee rates. Add,maintain and update vehicle,trailer 26 Required Admin and container information such as license plate numbers,tare weights,decal numbers, etc. 27 Required Admin Maintain customer account information. 28 Required Admin Add or change special fees such as Unsecured Load or Special Service charges. Facilitate contract pricing(special price for 29 Required Contract a specific customer/waste code that may or Pricing may not be limited by date range,total tonnage or total dollar amount,for example) 30 Required Contract Set contract pricing limits by date Pricing range/tonnage/dollar amount Ensure the validity of the data entered into 31 Required Transaction the system by the scale operator by preventing the input of invalid data using system defaults or system validation tools. Allow scale operators the option to include 32 Required Transaction comments and to store those comments with the transaction record. 33 Required Transaction Automate input of weights from the scale. Automate input of vehicle identifiers by use 34 Required Transaction of transponder, barcode or other technology. Automate input of tare weights for 35 Required Transaction vehicles/roll-offs for which a stored tare weight exists, and automate the input of weight from the indicator 36 Required Transaction Automate calculation of fees and balance due on deposit,etc. "et RFP No.: 19-2021DL REV-30- October 2018 SWA 16C 6 37 Required Transaction Automate application of customer's contract pricing,if applicable. Handle tandem vehicles (interchangeable 38 Required Transaction tractors and trailers) and capture both tractor and trailer identification and combined weights. Provide alerts on accounts that are in arrears 39 Required Accounts or have been cancelled(e.g.,customer cut Receivable off from using Authority facilities)pending payment or are on a cash only basis. Allow weigh scale weights to interface and 40 Desired Transaction be visible on the scale camera and reviewable on the recording device. 41 Required Transaction Provide the ability for the scale operator to recapture the weight. 42 Desired Transaction Scan and store documents with the transaction record. 43 Required Transaction View customer balance due at the scale house(preferably in real time). 44 Required Transaction Automate input of photos of the vehicle. 45 Desired Transaction Provide separate outside LED display for customer viewing. Track and manage of the flow of materials 46 Required General into the solid waste system,out of the solid waste system and between components of the solid waste system. Incorporate"direction"codes and record them with every transaction as an 47 Required Transaction alternative to using different waste codes to distinguish between inbound,outbound and internal transfers. Use logic or preset defaults to automatically 48 Required Transaction input direction codes,origination sectors and destination sectors. 49 Required Transaction Differentiate between incoming and outgoing loads. Incorporate"origination"and"destination" 50 Required Transaction codes and record them with every transaction. Restrict allowable waste types and 51 Required Transaction origination/destination sectors by site using logic or preset defaults. Handle Cash,Debit or Credit Card,Check 52 Required General and Account transactions(including swipe and chips cards). Compatibili Provide compatibility with industry 53 Required ty standard peripherals necessary to facilitate the transactions in Requirement#52. 54 Required Fees Accommodate charges by weight(pound or ton),by yard and for"each". 55 Required Fees Accommodate"minimum charges"(e.g. $2.00 minimum) Accommodate special surcharges(e.g.$10 56 Required Fees unsecured load;$500 witness dcstruction; special handling). 57 Required Transaction Print configurable scale ticket containing all industry standard information. RFP No.: 19-2021DL REV-31 - October 2018 SWA �a� tk P►� f6C b Print default statement under the driver 58 Required Transaction signature e.g., "Driver certifies that load is clean vegetation." Include transaction date, weigh in and 59 Required Transaction weigh out times using a 24-hour clock on both the scale ticket and in the transaction record. Print a scale ticket, at a minimum, the transaction/ticket number, vehicle number, 60 Required Transaction trailer number, container number, disposal site, waste origin, waste destination, waste type, gross weight,tare weight, net weight and disposal fee. Include on the transaction record, at a minimum, the transaction/ticket number, 61 Required Transaction vehicle number, trailer number, container number, disposal site, waste origin, waste destination, waste type, gross weight, tare weight,net weight and disposal fee. 62 Required Transaction Include comments from the scale operator such as"You Must Weigh Out". Capture electronic driver signature and put 63 Required Transaction it on the scale ticket and store it in the transaction record. 64 Required Transaction Print tickets on either preprinted forms or standard-sized paper. 65 Required Transaction Store an electronic image of the scale ticket to eliminate the need to retain paper copies. Manage the flow of materials into the solid 66 Required General waste system,out of the solid waste system and between components of the solid waste system. 67 Desired Transaction Compatibility with the Authority's existing security camera system 68 Required Security Integrate with Windows Active Directory for permissions. 69 Required Security Provide scale operator log on/log off password security. Provide secure encryption of all monetary and financial transactions, including 70 Required Security compliance with the Payment Card Industry Data Security Standard for credit card transactions. Provide scale monitoring to ensure that all 71 Required Security vehicles have a completed transaction, for example by logging"roll-throughs". Capture pictures of the truck and driver 72 Desired Security from various angles and store the photos with the transaction record. 73 Required Reporting Produce both standard and custom reports. 74 Required Reporting Provide scheduling,production and formatting of reports. Provide user-friendly,customizable 75 Required Reporting reporting using standard desk top software or web-based tools. 76 Required Reporting Export data to Microsoft Office programs. Provide UVSS Compatibility with the 77 Required UVSS Authority's existing and proposed scale equipment and indicators. der, RFP No.: 19-202/DL REV-32- October 2018 SWA 16C 6 78 Required UVSS Provide UVSS compatibility with the proposed SSMS. 79 Required UVSS Provide safe and convenient UVSS access to the drivers. 80 Required Admin Add or change user-defined fields and the labels associated with such fields. 81 Required UVSS Process transactions on UVSS with no scale operator intervention. Capture (UVSS) transaction information 82 Required UVSS using radio frequency tags, remote optical scanners, keypads, or other similar technology. Handle tandem vehicles (tractor trailers) 83 Required UVSS and capture both tractor and trailer identification(at UVSS). 84 Required Transaction Ability to print custom messages on scale tickets. 85 Required Transaction Ability to print multiple copies of scale ticket on demand at scalehouse. 86 Required Transaction Ability to print copies of scale ticket on demand at the Administration office. Capture a minimum of 10 fields of data using customizable prompts to facilitate 87 Required UVSS proper data input from the driver/scale operator using a keypad or other similar technology(at UVSS). Provide ease of administration and the 88 Required UVSS ability to add or change user-defined fields including labels associated with such fields. Provide a (UVSS) viewing screen with a 89 Required UVSS display that is visible in all levels of light from darkness to bright sunlight; Provide UVSS Ability to function in a harsh environment which includes but is not 90 Required UVSS limited to sun, wind, rain, lightning, heat, cold, dust, grease, grime, vehicle exhaust, and repetitive use estimated at a minimum of 20,000 transactions per year per system. Provide appropriate integrated traffic 91 Required UVSS control devices including stoplight indicators and/or gates(at UVSS). Deliver a sales order and billing process for 92 Optional CSI recyclables that includes generation of sales orders,pick tickets,bills of lading,invoices and customer statements. Process long term contract sales orders with renewal fixed terms, floor and/or ceiling 93 Optional CSI prices,price as a percentage of an index and retro pricing for loads picked up before a price can be established. Process monthly spot market sales orders 94 Optional CSI with date sensitive pricing and the option to restrict pick dates for loads. Process ad hoc sales for excess material that 95 Optional CSI is sold for a price that deviates from the contract or spot price. Create sales orders with the following attributes - Expected Ship Date, Buyer's 96 Optional CSI Release Number (optional), Shipper's Name, Destination Mill Name and Price - actual or derived. 97 Optional UVSS Process payments at UVSS as a future enhancement. "�. RFP No.: 19-202/DL REV-33- October 2018 SWA 16C 6 98 Required UVSSOperate each UVSS (free-standing units) independently of other scales. 99 Required UVSSSignal the driver to pull onto the unattended weigh scale using a stoplight indicator. Automatic input of tare weight for incoming 100 Optional CSI loads from the scale using the SSMS to create a transaction ticket. 101 Optional CSI Print a Pick ticket that authorizes the RMPF operator to load the truck. Retrieve the incoming transaction ticket data from the proposed SSMS including the 102 Optional CSI transaction number and associated tare weight, customer number and name, and other pertinent data. Ability for the scale operator to enter the 103 Optional CSI Sales Order number and Release number to retrieve the associated Sales Order data; Provide scale operator system functionality 104 Optional CSI to update the shipper or other Authority- specific information,if necessary. Update the Pick ticket for outgoing loads 105 Optional CSI with the Commodity loaded, Shipper's Truck and Trailer numbers, and number of bales,ifany. Retrieve Pick ticket data associated with an outgoing load (Pick ticket number, Sales 106 Optional CSI order number, SSMS transaction ticket number, etc.) to create and print a Bill of Lading(BOL); 107 Optional CS1 Print multiple copies of Bills of Lading. Automate input of gross weight from the 108 Optional CSI scale to update the initial incoming SSMS transaction ticket. Retrieve data from the Pick ticket (Sales 109 Optional CSI Order number, BOL number, etc.) for the scale operator to print the completed transaction ticket. Create and print invoices daily for commodity sales transactions using data from the respective Bill of Lading 110. Optional CS! (corresponding Sales Order number, Sales Order date, Customer Account number and Name, and BOL number), net weight from the SSMS transaction record,and Customer Contract or Yellow Sheet pricing. 111 Optional CSI Create and print a Pick ticket at the Administration office. Create and print the BOL at the 112 Optional CSI Administration office for an existing Pick Ticket and its related SSMS transaction. 113 Optional CSI Generate statements monthly or on demand. 114 Optional CSI Maintain separate customer account numbers from the SSMS waste transactions. 115 Optional CSI Process customer payments. Process accounts receivable functions, including positive and negative 116 Optional CSI adjustments,reference table maintenance including customer accounts,commodity codes,and country codes. a"r. RFP No.: 19-202/DL REV-34- October 2018 SWA 16 C t� Capture the stable gross weight or tare 117 Required General weight of the load on the attended weigh scale without intervention from the scale operator. 118 Required Transaction Prompt the scale operator for, or otherwise acquire,the truck decal and trailer decal. Validate the truck and/or trailer decals 119 Required Transaction against the SSMS database at the weigh scales. 120 Required Transaction Display the associated customer name if valid at the attended weigh scales. Change (override) customer number at 121 Required Transaction attended/unattended weigh scales when necessary. Prompt for the Driver ID when an Authority 122 Required Transaction truck pulls onto the attended/unattended weigh scale. Prompt the scale operator for the waste 123 Required Transaction type, origin of the waste type, and destination of the waste type. Systematically determine disposal fee based 124 Required Transaction on standard tipping fee or contract pricing using pounds for incoming trucks. 125 Required Transaction Systematically prompt cash customers for a deposit amount. 126 Required Transaction Systematically prompt check paying customers for a check number. Display prompts and messages to the driver 127 Required UVSS at unattended weigh scales in English and Spanish. Systematically record a"Roll-Through" 128 Required Security and,at minimum,the date,time,site, weight and scale ID for trucks that drive over the scale without stopping. Systematically signal to the driver at the 129 Required UVSS unattended device to pull onto the scale using a stoplight indicator. Prompt the driver at the unattended device 130 Required UVSS for the preferred language,either English or Spanish. 131 Required UVSS Prompt the Authority truck driver to enter his/her Driver ID at the unattended device. For non-Authority trucker at the unattended 132 Required UVSS device, do not prompt for the Driver ID (and Driver ID shall be Null). Prompt the Authority truck driver at the 133 Required UVSS unattended device to identify the waste type, sector of origin and sector of destination. Systematically convert the selected icon or 134 Required UVSS button to the waste type identifiable by the SSMS. Automatically validate the weigh data 135 Required UVSS against the SSMS database and display it on the screen. Give driver at the unattended device the 136 Required UVSS opportunity to confirm the data entered and back up and re-enter the data. Capture the stable gross weight at the unattended device and calculate the net 137 Required UVSS weight and display the gross weight, net weight, and tare weight results on the screen. RFP No.: 19-202/DL REV-35- October 2018 SW, Ati (3) 16C 6 Automatically terminate transactions at the 138 Required UVSS Authority's transfer stations if the gross weight is over a specified limit. Print a ticket including at a minimum the 139 Required UVSSdate,time,transaction number, waste type, site, gross weight, tare weight and net weight. Signal the driver to exit the scale using a 140 Required UVSS stoplight indicator after completion of transaction. 141 Required UVSS Provide the driver the option to cancel/void the transaction from any screen. Systematically pass the driver ID, truck 142 Required UVSS decal, associated decal (if any), gross weight and cancel flag to the SSMS. Record the cancelled transaction as a Roll- 143 Required UVSS Through transaction and return to the start of the input session. 144 Required UVSSAutomatically reset the unattended unit for the next truck when the scale goes to zero. Print customizable monthly statements of account to include but not limited to: Accounts Customer name, Contact, Remittance 145 Required Receivable Address, Billing Address, Previous Balance, Finance Charges, Detailed new monthly charges,Total Balance Due and a customizable message field. Accounts Print all monthly statements only for 146 Desired Receivable accounts exceeding a user-defined threshold. Make adjustments to transaction record 147 Required Admin (customer number, tonnage, destination, etc.) Accounts Provide a clear audit trail from source 148 Required Receivable documents like scale tickets to transactions posted in the database. 149 Required Accounts Apply credit limits and/or require pre- Receivable payment balances(deposits)to customers. 150 Required Accounts Track tonnage and debit/credit activity for Receivable "no charge"accounts. 151 Required Accounts Track charges not related to scale activity Receivable (finance charges,etc). 152 Required Accounts Set different fees for different waste types. Receivable 153 Required Accounts Process partial payments,overpayments and Receivable both positive and negative adjustments. Set the scale to zero at the end of a 154 Required UVSS transaction or when a truck pulls off of the scale without completing a transaction. 155 Required Accounts Provide pre-pay and installment terms of Receivable payment. Accounts Provide multiple ways to apply payments; 156 Required Receivable by charge, by "oldest" open items and by specific invoice(s). SST RFP No.: 19-2021DL REV-36- October 2018 16C 6 157 Required Admin Allow easy reprint, edit, void and audit functions for scale tickets. 158 Required Reporting Provide dynamic reporting functionality. 159 Required Reporting Provide on-line drill down capability. Provide workflow approval process 160 Desired Security functionality to regulate reversal and refund procedures. 161 Required Security Require supervisor approval and documentation for voided transactions. 162 Required Security Apply security settings at a group or user level. 163 Required Security Apply"granular"permissions for each user such as only allowing a user to run reports. 164 Required Security Report on user activities and/or changes to customer or other reference tables. Allow tractor trailer driver to complete 165 Optional UVSS UVSS transactions without exiting the cab of the truck. Allow customers and staff to submit a bid 166 Desired CSI online including bidder's name, company name,commodity.and price. 167 Desired CSI Automatically populate bid report after cut- off time for bids. 168 Optional CSI Add new contracts and update existing contracts for commodities. • Customizable reports: Customer Shipment Exception, Transaction Edit Report, Commodity Transaction Edit, Activity Report, Aging Report, Outstanding invoices,charges journal report,adjustment reports, invoice record by commodity 169 Optional CSI report, monthly shipment log, cash payments summary report,monthly applied payments, recycling customer code list, Sales Orders Report, Contract Listing by Customer, Outstanding Invoices, Activity Report, Aging Report Annual Tonnage by Commodity Report,Annual net revenue/ton by commodity report. 170 Optional CSI Allow customers to view account status online. 171 Optional CSI Apply credit limits for all accounts. 172 Optional CSI View monthly statements and shipment reports online. Pick Ticket process: Bill of lading 173 Optional CSI cancellation, Bill of Lading Re-issue, Re- print Bill of Lading. 174 Optional CSI View Pick ticket online at the Administrative office. 175 Optional CSI Allow customers to pay their bills, including balance dues online. evil RFP No.: 19-202/DL REV-37- October 2018 SWA I '6 EXHIBIT D: COLLIER COUNTY INFORMATION TECHNOLOGY (IT) REQUIREMENTS Following this page (containing 23 pages) 21-033-NS Paradigm Agreement Page 12 of 18 �,AD 16C 6 INFORMATION SYSTEMS PROCUREMENT AND LIFECYCLE MANAGEMENT § 5401-1. Purpose. § 5401-2. Procurement and Deployment. § 5401-3. Ongoing Support and Maintenance. § 5401-4. Application Retirement. § 5401-5. Waivers, Mitigation and Remediation. § 5401-6. Currency. [Effective Date: April 18, 1997 (Revised: October 1, 2001; Revised: October 1, 2003; Revised: January 21,2016)] § 5401-1. Purpose. The purpose of this Instruction is to define a standard, efficient, and effective method for procurement and lifecycle management of information systems and services that are compatible with the agency's information architecture, supportable, interoperable, secure and comply with the County Information Technology Division (IT) standards and practices. All purchases must comply with the requirements of the County procurement ordinance and policy. § 5401-2. Procurement and Deployment. A. A completed Technical Architectural Compatibility Standards (TACS) signed by the IT Director and the procuring Operating Division Director is required prior to procurement. The current TACS form is available on the IT Division's Intranet website. All requirements must be met. Exceptions may be granted with sufficient mitigation or a waiver see § 5401-5. Waivers, Mitigation and Remediation. B. Operating Division Director must determine permissible service levels including the maximum number of failures on an annual basis, the maximum downtime per incident and the acceptable data loss per incident in minutes. C. Information systems must comply with all local, state and federal laws. Health Insurance Portability and Accountability Act (HIPAA), Personally Identifiable Information (PII) and Payment Card Industry Data Security Standard (PCI DSS) requirements must be identified and addressed if applicable. PCI DSS certifications must submitted on an annual basis by the Operating Division Director. D. An architectural diagram must be prepared and review conducted in compliance with IT policy. Approval by the IT Division Director is required prior to procurement and deployment. § 5401-3. Ongoing Support and Maintenance. A. Systems must have an active vendor maintenance agreement that includes patches and upgrades. B. Systems must support platform patches within 30 days of release. If patches cannot be installed appropriate mitigations must be identified and deployed within that timeframe Page 1 of 3 16C 6 CMA 5401 INFORMATION SYSTEMS PROCUREMENT AND LIFECYCLE MANAGEMENT by the Operating Division Director(see § 5401-5. Waivers, Mitigation and Remediation). C. Vulnerabilities identified and published by the Department of Homeland Security's United States Computer Emergency Readiness Team (US-CERT) must be mitigated by the Operating Division Director within 30 days of notice by IT (see § 5401-5. Waivers, Mitigation and Remediation). D. The Operating Division Director is responsible for submitting a completed Technical Architectural Compatibility Standards (TACS) to IT on an annual basis. All requirements must be met Exceptions may be granted with sufficient mitigation or a waiver see § 5401-5. Waivers, Mitigation and Remediation. § 5401-4. Application Retirement. A. All system components must be shut down and decommissioned when systems are retired. This includes servers, databases, storage and uninstalling associated applications on PCs. B. Budget inventory changes must be made at system retirement. C. The Operating Division Director is responsible for public records compliance for all retired system data and contacting the agency's Records Manager to determine the appropriate retention period. The operating Division Director is responsible for maintaining the systems to read the backup media including any required hardware and software and all associated costs. D. Operating Division Director will review retirement plan with IT to ensure compliance with this CMA. § 5401-5. Waivers, Mitigation and Remediation. A. Mitigation is required for systems that are not TACS compliant or require the use of older version of/or insecure components. Viable mitigation options include the use of technical controls, replacement or upgrade of the system and retiring the system. a. The Operating Division Director is responsible for working with IT to develop an acceptable mitigation strategy. Scenarios involving technical controls are subject to the same review process as new systems. b. The Operating Division Director is responsible for all costs, including support staff, associated with mitigation. These costs may include, but are not limited to: i. Support for 1. Non-standard databases 2. Operating Systems 3. System components 4. Web servers ii. Creation and maintaining development environments iii. Initial and ongoing support for Firewalls and Intrusion Detection/Prevention systems and monitoring B. Waivers may be granted under extenuating circumstances. Page 2 of 3 CAD ! 6C CMA 5401 INFORMATION SYSTEMS PROCUREMENT AND LIFECYCLE MANAGEMENT a. All waivers must be reviewed by the IT Director. b. The Operating Division Director may grant a waiver where the impact is limited to their division. c. Department Heads may grant waivers where the impact is limited to their department. d. The Information Technology Executive Committee (ITEC) will make a recommendation to grant a waiver where the impact is at the agency level with final approval by the County Manager or his designee. C. Remediation costs associated with a breach or system failure as the result of a waiver must be fully funded by the Operating Division Director. § 5401-6. Currency. The Information Technology Division is responsible for maintaining the currency of this Instruction. Page 3 of 3 • C' i 16C 6 REMOTE ACCESS INSTRUCTION § 5402-1.Purpose. § 5402-4. Enforcement. § 5402-2. Background. § 5402-5. Definitions. § 5402-3. Policy. § 5402-6. Currency. [Effective Date: January 1,2005; Revised July 5, 20181 § 5402-1. Purpose. The purpose of this Instruction is to define standards for remotely connecting to Collier County's network. This Instruction will also ensure Collier County's compliance with applicable license, copyright, local, state and federal laws and regulations. § 5402-2.Background. This Instruction is required to minimize the risk that any individual device could be configured or used in a manner which could compromise the confidentiality, integrity and availability of the network and associated resources. Damages include the loss of productivity due to downtime, damage to public image, and damage to critical Collier County internal systems, and access to non-public data, which could result in possible violations of law concerning privacy(HIPAA,etc.).This Instruction applies to anyone that remotely connects to the Collier County network. § 5402-3. Instruction. A. Requirements: (1) All requests for remote access will be submitted to the Information Technology(IT) Division. The request must 1st be approved by the requestor's Division Director or direct supervisor. (2) All trusted network connections and devices must be configured to meet the authentication and configuration requirements of the Collier County network. (3) Only computers owned and supported by Collier County will be permitted to connect to the Collier County network, this includes both local network access as well as remote access via VPN. (4) Vendors requesting access to the Collier County network will be provided a copy of all applicable instructions governing remote access and will demonstrate acceptance of those policies by signing a Third-Party Access Agreement,'of which a copy will be retained by the IT Division. fc,�O 1 6 C 6 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5402-3 PROCEDURE § 5402-5 (5) Anyone with remote access privileges must ensure the computer or workstation that is remotely connected to Collier County's corporate network is not connected to any other private network at the same time using a 2' network interface. Only the network interface being used in conjunction with VPN access is permitted to be connected. (6) All remote access clients for VPN access will be configured by IT personnel according to IT Division procedures. (7) It is the responsibility of the County employee, vendor or contractor who have been granted remote access to ensure that the computers used for remote access be connected to the network at least once in a thirty-day period so that it can receive the proper security patches and updates. Computers requiring security updates will be prevented from accessing the network until the required updates are completed. §5402-4. Enforcement. A. It is the responsibility of remote access users to comply with all applicable Collier County computer usage instructions. B. Any employee found to have violated this Instruction may be subject to disciplinary action, up to and including termination of employment. § 5402-5.Definitions. As used in this Instruction,the following terms shall have the meanings indicated: HOST—Computer or another device connected to a network. PRIVATE NETWORK—A network secured from external access from other networks and the Internet. REMOTE ACCESS—All present and future methods by which hosts connect to the Collier County Board of County Commissioners private network, such as dial-up, VPN, PC Anywhere, etc. TRUSTED NETWORK—A system that has the necessary controls to ensure that security policies will not be compromised UN-TRUSTED NETWORK—A system with no verifiable security controls that would present a security risk to the Collier County Board of County Commissioners network. 1.Editor's Note:See CMA 5300,Third Party Access Instruction,and its accompanying attachments. 1iC 6 § 5402-5 REMOTE ACCESS POLICY § 5402-6 VPN—Virtual Private Network. An encrypted connection to the Collier County Board of County Commissioners network via the Internet, § 5402-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction C.A(� 16C 6 THIRD PARTY ACCESS INSTRUCTION § 5403-1.Purpose. § 5403-6. Currency. § 5403-2. Concept. § 5403-3. Instruction. § 5403-4. Enforcement. § 5403-5.Definitions. [Effective Date: January 1, 2005; July 5,2018] § 5403-1. Purpose. The purpose of this Instruction is to define standards for vendors, contractors, consultants, and others who connect to Collier County's network from any host. These standards are designed to minimize the potential exposure to Collier County from damages that may result from unauthorized use of Collier County resources. Damages are defined to include,but not limited to: the loss of productivity due to downtime, loss of sensitive or confidential data, loss of intellectual property, damage to public image,damage to critical Collier County internal systems, etc. § 5403-2. Concept. A. This Instruction applies to all non-county staff using a Collier County owned computer or workstation used to connect to Collier County's network. This Instruction applies to direct and remote access connections used to perform work on behalf of Collier County including reading or sending e-mail and viewing intranet web resources. B. Access implementations covered by this Instruction include all methods of direct and remote access to the Collier County network. § 5403-3. Instruction. A. General. (1) It is the responsibility of Collier County that vendors, contractors, consultants, and others having access privileges to Collier County's network ensure their access connection is given the same consideration as the user's on-site connection to the Collier County network.' (2) The following Instructions must be reviewed by vendors,contractors,consultants,and other parties for details of protecting information when accessing the Collier 1. Editor's Note:See the Third-Party Network Access Agreement at the end of this CMA. C A° 16C OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5403-3 PROCEDURE § 5403-4 County network via remote access methods and the acceptable use of Collier County's network: (a) Computer Technology Use(CMA 5405).2 (b) Remote Access Instruction(CMA 5402).3 B. Requirements. (1) Secure access must be strictly controlled. Control will be enforced via one-time password authentication or public/private keys with strong pass-phrases. For information on creating a strong pass-phrase see the End User Computing Instruction. (2) At no time should any third party(as described above)provide their login,password, or e-mail their password to anyone. (3) Those with access privileges must ensure that a Collier County owned computer or workstation which is connected to Collier County's network is not connected to any other network at the same time. (4) Vendors, consultants and other third parties will be permitted to access the Collier County network only during normal business hours (8:00 a.m. to 5:00 p.m. Eastern Standard Time), unless otherwise agreed to. (5) Anyone making changes to any information system (including but not limited to servers, network infrastructure equipment, databases, and applications) must follow the Information Technology Division's Change Management Instructions and Procedures. Vendors, consultants and others will notify the IT Division immediately if passwords are lost, accounts are no longer required or if any attempts of intrusion are detected. (6) Vendors, consultants and others will notify their sponsor and the IT Division immediately when one of their staff members (who has access to the County's network) is no longer employed to ensure any access is terminated immediately. § 5403-4. Enforcement. Any third party found to have violated this Instruction may be subject to loss of Collier County network access privileges or other penalties as prescribed in the vendor's contract with Collier County or by applicable laws. 2. Editor's Note:See CMA 5405. 3. Editor's Note:See CMA 5402. 1 6 C § 5403-5 THIRD PARTY ACCESS INSTRUCTION § 5403-6 § 5403-5. Definitions. As used in this CMA, the following terms shall have the meanings indicated: HOST—Computer or another device connected to a network. PRIVATE NETWORK—A network secured from external access from other networks and the Internet. REMOTE ACCESS—All present and future methods by which hosts connect to Collier County's private network, such as dial-up, VPN, PC Anywhere, etc. TRUSTED NETWORK—A system that has the necessary controls to ensure that security instructions will not be compromised. UN-TRUSTED NETWORK—A system with no verifiable security controls that would present a security risk to Collier County's network. VPN (Virtual Private Network)—An encrypted connection to Collier County's network via the Internet. § 5403-6. Currency. The Information Technology Division is responsible for maintaining the currency of this Instruction. (AO 1 6 C 6 Collier County Government Third Party Network Access Agreement I, �rltjfj/Y� Cftf`;agree I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to perform. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses and details of actions or modifications which I have performed on systems while connected. I further affirm that I have read and agree to abide by the Collier County Computer Technology Use Instruction and Remote Access Instruction as provided to me. I also agree to notify the Information Technology Division as soon as network access is no longer required so my access can be removed. I understand that violation of any of these instructions could lead to loss of access, termination of vendor or contractor status, or prosecution under the applicable statute. I understand that vendor access is restricted to the hours of 8:00 a.m.to 5:00 p.m.Collier County local time,unless otherwise agreed to and noted on this agreement. rinted Name /Z.L7/...„ J0 1/3 b02/ ignature Date C.AU I 6 C 6 PUBLICATION ON THE INTERNET § 5404-1. Purpose. § 5404-3.Currency. § 5404-2. Concept. [Effective Date: February 25, 1999 (Revised: October 1, 2001; Revised: October 1, 2003)] § 5404-1. Purpose. The purpose of this Instruction is to define the basic procedure for publication of information and processes on the World Wide Internet by County government departments and organizations. § 5404-2. Concept. A. Public Service: County Internet publications and processes shall have enhanced public service as their focus. B. Copyright: County Internet page and process design and content shall be solely owned by the County and shall carry this copyright notice: "Copyright 1999, Board of County Commissioners of Collier County, Florida" (substituting the year created, for 1999). Page and process developers must acknowledge this in writing before commencing work. C. Publication: The Information Technology Department (IT) is designated as Publisher for all County Internet documents and processes. All web pages and processes shall be coordinated by and placed through IT who will ensure that county interests are protected. D. Placement: All county Internet pages and processes shall be placed and executed on county computer systems unless otherwise authorized by the Information Technology Department. E. Content: The responsibility for the clarity, accuracy, and usability of Internet documents and processes is vested in the departments that create them. F. Currency: Departments that create Internet publications and processes shall keep them up-to-date. G. Design Standards: County Internet documents and processes shall conform to County design standards. H. Review: The Information Technology Department (IT) is charged with regular review and audit of County Internet pages and processes to ensure that they reflect well on the County government and conform to the policy provisions herein. I. Advertising: County web pages shall not contain commercial advertising, except that authors of county web pages may be stated on the pages and may include links to their 5404:1 09-15-2007 AO I 6 C 6 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5404-2 PROCEDURE § 5404-3 own web sites even if commercial in nature and links may be placed on county web pages to aid users in downloading software appropriate to run the web pages. § 5404-3. Currency. The Information Technology Department is responsible for the currency of this Instruction. 5404:2 09- 15-2007 I. C 6 COMPUTER/TECHNOLOGY USE [Effective Date: June 10, 1999 (Revised: December 1,2000; Revised: February 12, 2001; Revised: October 1, 2001; Revised: October 1,2003; Revised: May 30,2004; Revised: June 11, 2004; Revised: January 1,2005; Revised: April 1, 2006; Revised: July 1, 2009; Revised: December 16, 2009; Revised: March 18,2011; Revised July 11, 2018; Revised June 7, 2019)] § 5405-1. Purpose. A. The goal of this instruction is to ensure the integrity,proper operation and security of the County's technology resources by setting rules of conduct for use by all County employees, contract employees, and business partners. B. This instruction applies to the Collier County Board of Commissioners Agency's internal business network and associated systems and resources. This instruction does not apply to the, the Transportation Signalization Network, the Public Utilities Plant Control and SCADA Networks, Emergency Management non-IP two-way communication systems and their associated systems and resources, except where they interface with the Agency's internal business network. C. This instruction sets forth the Agency's practices and procedures governing the utilization of technology resources and disciplinary recourse for violations. This instruction also sets forth guidance for compliance with applicable laws governing the handling of specific kinds of data created with or transmitted by network resources. § 5405-2. Definitions. A. AUTHORIZED ADMINISTRATIVE STAFF—IT staff and other staff authorized by the Director, Information Technology Division who have elevated privileges and access rights for maintaining network resources and services. B. BUSINESS PARTNERS — any person not directly employed by the Board of County Commissioners who is authorized to utilize County technology resources. Examples of business partners would include, but not be limited to: vendors, contractors, and advisory board members. C. DATA—Information stored by technology assets or transmitted from or through the network. D. DATA CUSTODIANS - Staff with the authority for acquiring, creating, and maintaining data within their assigned area of control. E. INAPPROPRIATE CONTENT - Content that is fraudulent, harassing, embarrassing, sexually explicit, profane, obscene, intimidating, defamatory, or contains sexual comments, obscenities, nudity, pornography, abusive or degrading language, antisocial behavior, or inappropriate comments concerning race, color, religion, sex, national origin, marital status, or disability or is otherwise unlawful is inappropriate for the workplace and may not be sent by e-mail or other form of electronic communication or displayed on County computers or stored in the County's systems. F. LIMITED NON-BUSINESS USE — Use of the County's technology assets that does not impact employee productivity and complies with all other aspects of this instruction. G. NETWORK — The data, voice, and multimedia communication system made up of devices Page 1 of 1 1 .NO 1 6 C CMA 5405 COMPUTER/TECHNOLOGY USE (switches / routers / firewalls and the like), wires, fiber optics,jacks, access points (physical and wireless), software and services. H. NETWORK RESOURCES — Any services which may be accessed through the Collier County network. Examples include, but are not limited to: software applications, e-mail, data, telecommunications, the Public Safety Radio System, and Internet resources accessed from or through the network. I. REGULATED DATA— data that requires special handling due to statutes, regulations or agency policies. At this time, regulated data includes, but not limited to: Protected Health Information (PHI)protected under HIPAA rules and statutes, Payment Card Industry(PCI) and other personal financial information (PFI) (e.g. credit card and bank account numbers) and personal identifying information(PII)(e.g. social security numbers),PII protected by the Florida Information Protection Act(FIPA), addresses and names of judges and law enforcement officials,and other data exempted from the State of Florida's Public Records Laws by statute. J. SLATE—a form factor for a computing device that meets the following criteria: 1. Does not run Windows operating system as its base operating system, and 2. Uses"touch" as its primary mode of user interface. K. TECHNOLOGY ASSETS—any devices owned by Collier County that are part of or used for data or voice communications. Examples include, but are not limited to: computers, network switches and routers, servers, databases, smart phones, cellular air cards,printers, telephones, public safety radios, and associated software and accessories. L. TECHNOLOGY RESOURCES — includes all of the following: TECHNOLOGY ASSETS, information/data stored or in transit, the County's private data network, NETWORK RESOURCES, and all resources and services associated with other networks accessed from or through the County network, including the Internet, Internet Services, and other agencies' or corporate networks and services. M. USER—Inclusively, staff, elected/appointed officials, and/or business partners authorized to use County technology resources. § 5405-3. Concept. A. Compliance: 1) This instruction applies to all users of Collier County technology assets, network and/or network resources including authorized administrative staff except when utilizing properly authorized elevated privileges or access rights in the discharge of their duties. a. Authorized administrative staff's use of elevated privileges is governed by IT Division instructions. b. Employee violations will be assessed, and disciplinary actions will be governed by CMA 5351 —Discipline, and CMA 5311.1 - Standards of Conduct. c. Business partner violations will be subject to loss of the use of technology assets, network and/or network resources and contractual sanctions. Page 2 of 11 AD 16C 6 CMA 5405 COMPUTER/TECHNOLOGY USE 2) Because of the interdependent nature of network and communications systems, interruptions of service can have a broad impact with the potential for large adverse financial consequences or impact to health and safety. Loss of technology resources and/or misuse of network resources can cause financial damage to the County,the taxpayers of Collier County,and those who depend on County services, therefore, these resources must be protected. As such, violations of this instruction may unduly expose the network to intended or unintended risks, which may or may not result in actual losses. a. The Director, Information Technology may disable network access for violations of this instruction. b. The severity of infractions will be assessed by the Director, Information Technology who will forward a risk/threat assessment to the supervising Division Director for use in making recommendations for disciplinary actions in accordance with CMA 5351 - Discipline. c. The Human Resources Division will advise Division Directors in order to ensure consistency in the handling of employee violations of this instruction. 3) Collier County, at its discretion, reserves the right to monitor any use of network resources, to monitor computer and internet usage, including, but not limited to: sites visited, searches conducted, information uploaded or downloaded and to access, retrieve and delete any data stored in,created, received,or sent over the network or using network resources for any reason and without the permission or prior knowledge of any user. Collier County may monitor the use of technology assets, content of electronic communications and the usage of network resources to support operational, maintenance, auditing, security, disciplinary, and investigative activities. 4) County employees and authorized business partners using County owned technology or network resources have no right or expectation of personal privacy for any voice communications, e-mails, internet searches, internet sites visited, or data stored in, created by, received with, or transmitted using technology resources. Use of passwords or other security measures, whether mandatory or voluntary, does not in any way diminish Collier County's rights or create any privacy rights of users. Collier County has administrative tools that permit it to monitor all activities on the network and access all data stored within technology resources. 5) All Collier County employees and business partners who have access to technology assets and/or network resources must affirm that they have read and understood all applicable policies annually. B. User Responsibility: 1) Authorized network users are responsible to ensure that network resources are used only for their intended purposes. a. Except for services intended for use by the public(kiosks,terminals and public wireless services)technology assets, technology resources,network resources, the network and data are intended exclusively for the use of authorized employees and business partners only. Page 3 of 11 t6C 6 CMA 5405 COMPUTER/TECHNOLOGY USE b. Technology assets, technology resources, network resources, the network and data are the property of Collier County Government. Collier County provides these systems to be used for County business purposes, although limited non-business use is permitted. All communications and data transmitted by, received from, passed through, or stored in these systems are the exclusive property of Collier County. At all times, employees and authorized business partners have the responsibility to use these resources in a professional, ethical, and lawful manner. c. Use of technology and network resources is a privilege that may be monitored, restricted or revoked at any time. Collier County reserves the right to revoke the privileges of any user at any time. d. Conduct that interferes with the normal and proper operation of Collier County's network or network resources,which adversely affects the performance of the network or the ability of others to use the network or network resources or,which is harmful or offensive to others will not be permitted. Such actions may subject employees to disciplinary action in accordance with CMA 5351 - Discipline. Such actions by business partners may result in the loss of network privileges and/or contractual sanctions. e. The Director, Information Technology can authorize actions to remediate network or application performance problems during an incident where network or application performance has been adversely affected. £ A user may not use the County network or technology assets to connect to or make use of other computer systems unless specifically authorized to do so by the operators of those systems. g. Because network and data security are dependent upon physical security, all Collier County employees have a responsibility to ensure that only authorized employees and/or business partners or properly escorted visitors have access to areas where network access is available and that only authorized employees have access to secure spaces where network resources are located. 2) Staff and authorized business partners are issued credentials (user name and password) for accessing the network and network resources. Users are responsible for periodically changing their passwords and safeguarding their passwords. a. Users are responsible for all transactions made using their credentials. b. Users are responsible for protecting the confidentiality of their credentials and are prohibited from sharing their credentials with anyone. c. Users shall not leave their computers unattended while their account is logged in without first locking the computer,using the Windows"Lock Computer"functionality. d. User passwords for County network accounts or passwords for County application / system access may not be printed or stored online in any file, database or Internet service. It is the user's responsibility to safeguard their password. If a user suspects for any reason that their password may have been compromised, they must immediately change it. Passwords may be stored electronically in an IT Division encrypted removable USB drive. e. No user may access the network or network resources with another user's credentials. If access to another user's account is required, access can be granted by the IT Service Desk upon request from the user's manager. Page 4 of 11 I 6 C 6 CMA 5405 COMPUTER/TECHNOLOGY USE f. All network access must be accomplished by user specific credentials, and as a normal course of business, generic or "shared" network accounts are not issued. In special cases the IT Director can authorize the use of shared accounts with proper authorization from the users' management under circumstances where individual accounts can't adequately meet business needs and their use will not compromise identity integrity and auditing. g. Misrepresenting, obscuring, suppressing, or replacing a user's identity on the network is forbidden.The user name,e-mail address,County affiliation,and related information included with electronic messages or postings shall reflect the actual originator of all messages or postings. 3) Network Security a. Users shall report any suspicion of violations of any provision of this instruction to their supervisor or the Information Technology Division Service Desk. Users shall notify the Service Desk of any instances where they observe or have reason to believe that data is inappropriately accessible to employees, the public, or business partners. b. Users shall promptly report all information security alerts,warnings, suspected system vulnerabilities, etc. to the IT Service Desk. c. Users shall not exploit inadvertent rights or deficiencies in information systems security to damage systems or data, obtain resources beyond those to which they have been authorized, or to obtain or take resources away from other users or gain access to other systems for which proper authorization has not been granted. d. Users who receive malware alerts or notice unusual system behavior, such as missing files, frequent system crashes,misrouted messages, etc.,should immediately notify the IT Service Desk. To prevent possible damage to Collier County data,technology assets and network resources, users are not permitted to remove malware on their own. If users believe they may have been the victim of malicious software, they must immediately inform the IT Service Desk. e. In order to ensure that malware signatures,patches and security software are up to date, any workstations or portable computers that have not been updated within 30 days will be removed from the network. Updates occur upon login. Action by the IT Service Desk will be required to restore connectivity. 4) Inappropriate Use a. Internet browsing on websites with inappropriate content is prohibited. Use of the Internet will be monitored, and corrective actions will be taken by the user's division, in coordination with Human Resources and Information Technology. b. Collier County's technology assets, network and network resources may not be used for dissemination or storage of commercial or personal advertisements, solicitations, promotions, political material, inappropriate content or any unauthorized use deemed inappropriate. c. Users are not permitted to store, download or transmit copyrighted materials with network resources unless written permission has been granted. Examples of copyrighted materials include, but are not limited to: commercial music, video, graphics, or other intellectual property. Collier County will not provide a defense for violators of copyrights. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software or other material is copyrighted, Page 5 of 11 16C 6 CMA 5405 COMPUTER/TECHNOLOGY USE proprietary, or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. d. Users are not permitted to make any defamatory statements using network resources. e. County Employees are not permitted to subscribe to information services without the approval of their supervisor. f. Users are not permitted to capture, store or create digitized images of signatures or digital signatures (other than their own) or attach or affix a digitized image of a signature or digital signatures (other than their own) to any document or e-mail or use such image of a signature or digital signatures in any way that could be interpreted as representing information as being originated, approved, or sanctioned by another person without the express permission of the signatory. C. Business Partners. 1) Employees are responsible to ensure that business partners requiring access to the network or network resources are properly authorized. Business partner accounts will be issued on a monthly basis and will expire each month. Employees are responsible for requesting extension of business partner accounts if required. Generic business partner accounts will not be issued. All business partner accounts must be issued in the name of the user. 2) Any business partner requiring access to the network or network resources must complete the Third-Party Use Agreements, file them with the IT Division and maintain compliance with the terms of that agreement. 3) Once granted access, business partners must comply with this instruction in its entirety. Business partner violations of this instruction may result in loss of access and purchasing sanctions. D. E-mail 1) All e-mails entering or leaving the County's e-mail system are duplicated and retained in an administrative mailbox in addition to each user's mailbox. As such, users are free to delete e- mails from their mailbox when their usefulness to the user has ended. However, if the user would like future access to such e-mails, they should retain them. At the designated time, all e-mail in Outlook will be archived. At this time, e-mails are never deleted from the archive. 2) BCC staff are required to use the county email system and only the county email system for county business. Use of external email systems compromise the Agency's ability to execute complete public records requests. 3) Users shall not send unsolicited/non-business e-mail to persons without their consent. Chain letters or other non-business-related use of network resources is prohibited. 4) Mass e-mailing for business purposes must be coordinated with the IT Service Desk. Non- business-related mass e-mailing is prohibited. 5) The use of the"Subscribers"and"BCC-Agency"distribution lists are restricted to department heads, division directors and the County Manager's office. Page 6 of 11 C 16C 6 CMA 5405 COMPUTER/TECHNOLOGY USE 6) Tampering, forging, or altering e-mail identity information is prohibited. Sending an e-mail which in any way appears as though it was sent by someone else (who did not send it) is prohibited. 7) Inappropriate content may not be sent by e-mail or other form of electronic communication or displayed on or stored in the County's computers. Any message received that contains intimidating, hostile, offensive or inappropriate content should be reported immediately to management so that appropriate measures can be taken. 8) Users must not originate or forward any e-mails with inappropriate content as defined in section 2(E) and 3(D)6. Reference CMA 5311.1 (Standards of Conduct). 9) Users receiving e-mail messages with inappropriate content as defined in section 2(E)or 3(D)6 must immediately notify their supervisor, manager, or division director. Reference CMA 5311.1 (Standards of Conduct). a. The following information must be provided: (1) the date and time the e-mail was sent/received; (2) the sender's e-mail address (or, if unavailable, any identifying information); (3) and the subject line. b. Do not forward the e-mail. Once the information specified in Section D(9)a is passed on to a supervisor, the e-mail should be deleted. c. Supervisors, managers or directors receiving such reports from their employees shall provide these reports to the Human Resources Director.Additionally,if the user reports having received repetitive inappropriate or explicit e- mails from the same external sender, these reports and all supporting documentation should be provided to the IT Service Desk as well as Human Resources. 10) Signatures, tag lines, and background settings should be professional in nature and reflect positively on the County. a. Signatures may contain some or all of the following: Name, Agency Name, Department/Division, Title, Address, Telephone Number, Fax Number, Cell Phone Number, e-mail Address. Colors and fonts other than the default settings are acceptable. b. Tag lines conveying personal, inspirational, or political messages are subject to interpretation and are,therefore,prohibited. Tag lines may contain agency, department or division mottos, mission or vision statements, or logos. c. To portray a professional image, no backgrounds should be used in e-mail settings. E. Hardware/Equipment: 1) County technology assets, network and network resources are provided as a tool to enhance productivity and perform job duties. Access to County technology assets is a privilege. a. Only devices which are managed by the IT Division are permitted on the Agency's business network. Exceptions may be authorized with written approval from the IT Director. b. The processes and procedures for purchasing technology are on the Agency's Intranet and updated periodically. Improperly purchased technology items may be refused network access. Page 7 of 11 0 6C CMA 5405 COMPUTER/TECHNOLOGY USE c. The use of personally owned computing devices is permitted but such devices will be limited to publicly available websites and internet resources. Personal owned computing devices are not managed by the IT Division and are not permitted access to the Agency's business network. d. SLATE computers may be approved for purchase by the IT Division. SLATE computers must be configured and managed by the IT Division. 2) Unauthorized Equipment. a. Users may not connect any device to County technology assets or the network. Only authorized administrative employees are permitted to add devices to the network. This prohibition includes, but is not limited to, personal network hubs, routers or switches, wireless access devices, USB hubs, portable computers, smart phones, and storage devices. IT Employees are required to disconnect and remove any such equipment upon discovery. b. Encrypted portable storage devices like USB "thumb" drives are permitted for the transport of non-executable (data) files as long as their use does not require any installable software or cause the installation of software. Executing programs stored on these devices is prohibited. These devices shall not be used as primary storage. Transporting regulated data files using unencrypted devices is prohibited. c. Employees and business partners may not use cameras, cell phone cameras, digital cameras, video camera, or other form of image-recording device in the workplace without the express permission of the supervising Division Director and of each person whose image is recorded. This provision does not apply to employees who must use such devices for business purposes in connection with their positions of employment. 3) Users shall not tamper with technology assets in any manner. All repairs must be coordinated through the IT Service Desk. a. Users shall not connect or disconnect any technology asset or network resource without prior coordination with and approval from the IT Service Desk. All hardware installations, repairs, moves, additions or changes must be coordinated through the IT Service Desk. b. Users shall not install, deactivate, uninstall or change any settings for any software provided by the County on any technology asset. Software provided includes, but is not limited to, malware detection and correction software, internet filtering software, monitoring software, power management settings, screen savers, and agents for software distribution. c. Users are prohibited from setting BIOS passwords. d. Settings in windows that are user accessible (e.g. desktop wallpaper, power management settings, color schemes, etc.) and application settings that are user accessible (e.g. browser favorites) are not covered under this instruction and may be set and personalized by the user, although they may be altered by operating system patches and may or may not be transported in machine replacements. 4) Supervisors have the discretion to allow Collier County computers to be used by employees at home for County-related work purposes. The restrictions pertaining to the use of County computers at home will be the same as if they were directly connected to the County network and all policies apply. Use of County technology assets and network resources are for the Page 8 of 1 1 16C 6 CMA 5405 COMPUTER/TECHNOLOGY USE exclusive use of authorized users only. IT support for home use will be limited to telephone support, or users will be required to bring County equipment to the workplace and will be provided assistance during business hours. The IT Division does not provide on-site support for home use of computers. F. Operating System/Software 1) Users are prohibited from possessing or distributing computer viruses, spyware, or other malicious software development and/or distribution tools. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 2) Users are prohibited from possessing tools commonly used for gathering technical information about the network or network resources useful for attempts to hack or breach security. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 3) Installing Software. a. Users are not permitted to download executable software. b. Users are not permitted to install executable software on IT Assets. The IT Service Desk will assist users with authorized software installs. c. Users with Windows Administrative Rights have been granted these rights solely to permit them to use software that requires these rights to run properly. Users with Windows Administrative Rights are not permitted to install executable software on IT Assets, unless they have an agreement authorized by the Director, Information Technology to do so. 4) License Compliance. a. The IT Division is responsible for the Agency's compliance with certain software license agreements.Users are forbidden from making unauthorized copies of software. Collier County will not provide a defense for violations of licensing agreements. b. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software is copyrighted,proprietary,or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. c. The IT Division provides license compliance services, however if the user prefers not to use IT's compliance service, they shall be responsible for proper and adequate physical security and protection of software in their possession. A locked file cabinet or locked desk drawer should be used to safeguard software. d. Users shall not copy or use County owned software on their personally owned home computers, laptops, or other electronic devices. e. Users shall not provide copies of County owned software to any business partner, client, or third person, or perform any other action that would cause non-compliance with any licensing agreement. f. Unlicensed or unauthorized software will be removed immediately upon discovery by IT employees. Staff found to be in possession of unlicensed or unauthorized software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. Employees who become aware of any misuse of software or Page 9 of 11 C i6C 6 CMA 5405 COMPUTER/TECHNOLOGY USE violation of copyright law should immediately report the incident to their immediate supervisor. G. Data Management: 1) Users should be aware that deletion of any data may not truly eliminate the information from systems. Most data are stored in a central back-up system in the normal course of data management. 2) In order to protect overall network performance, the County reserves the right to reprioritize and/or apply size limitations on data stored in or transmitted over the network. The County reserves the right to disconnect or otherwise manage circuits during incidents which jeopardize network performance. 3) Users may not access or alter in any manner data that is not involved in the execution of their job functions. a. Users are not permitted to access, modify, delete, and/or utilize data, which they may have access to, for any purpose except their job duties, Collier County business objectives, or business practices. b. Users shall utilize information that they are authorized to access only for the specific purposes for which it is intended. c. Except for authorized public records searches and special investigations, data and communications (e.g. e-mail and voice communications) shall be treated as confidential and accessed only by the intended custodian/recipient(s).Users are strictly prohibited from accessing any data or communications to which they are not intended to have access or are not the intended recipient. 4) No user may encrypt data for transmission over or storage on network resources without written permission from the Director, Information Technology. The system and methods required to encrypt, and decrypt data must be approved by the Information Technology Division. If the encryption method relies on secret keys, the Information Technology Division must manage the storage and security of such encryption keys. The Information Technology Division has methods in place to store secret keys securely, assuring the secrecy of encryption keys and the ability to decrypt data. If encrypted data is discovered, the data owner must provide clear text/unencrypted data along with the encryption system and secret keys to the Director, Information Technology upon request. 5) Regulated Data. a. Generally, all data and records created, stored, sent, or received on the Collier County network and network resources are public records except those exempted in Chapter 119 and 435.09 of the Florida Statutes or in any other applicable laws. Protected Health Information (PHI) protected under HIPAA rules and statutes as well as Payment Card Industry (PCI) data, personal financial information (PFI) (e.g. credit card and bank account numbers)and personal identifying information(PII)as identified in the Florida Information Protection Act (FIPA) (e.g. social security numbers) are specifically excluded from the public record. Page 10 of 11 IOC 6 CMA 5405 COMPUTER/TECHNOLOGY USE b. Based on the content of data, statutes and/or agency policies may apply to the proper handling. It is the responsibility of the user to know the statutes/policies/rules that govern the handling of the regulated data to which they have access and to act in accordance with the applicable statutes/rules. Employees should consult with the County Attorney's Office to resolve any questions regarding proper legal handling of data. The data custodian shall be responsible to inform the Director, Information Technology of any regulated data that is collected or stored in any network resources so that it may be handled appropriately. The County has taken measures to ensure the confidentiality, integrity and availability of sensitive information, including PHI, PFI, and PII and that access to sensitive information is restricted to authorized users. Users must take steps to minimize the possibility of unauthorized access including, but not limited to,making sure that the position of their monitor is not subject to unauthorized viewing, not leaving regulated data on an unattended computer screen, and, proper custodianship of printouts. Regulated data shall not be stored on any computer's local storage or any other type of portable storage device. Regulated data shall never be stored on a portable computer. Any inadvertent access of regulated data by users who should not have access must be reported to the Director, Information Technology. c. Users shall not make copies of regulated data, encryption keys, or secure (encrypted) data in its clear text (unencrypted) state. The approval of the Director, Information Technology is required if it becomes necessary to make a copy or replicate regulated or encrypted data. This includes storing such data in documents, data warehouses, secondary databases,portable computers, or portable storage devices. H. Social Media Services: Internet based social media services (SMS) (e.g. Facebook, Twitter, MySpace) accounts may be authorized for agency or divisional promotion, outreach, or other public relations purposes and must be authorized by the Communications and Customer Relations Division. All use of social media must comply with the provisions set forth in CMA 1200, Media and Public Relations. Upon approval, a request for access must be submitted to IT by the Division Director. IT will provide approved site owners with the tools and instructions to archive their information for compliance with Public Records statutes and agency procedures. Each division is responsible for the proper archiving and retention of social media records. § 5405-4. Currency. The Information Technology Division is responsible for the currency of this instruction. Page 11 of 11 CAO 16C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT SCHEDULE 1: FEE SCHEDULE & PAYMENT Palm Beach Description Qty/ Unit Price Extended Line Item UM Price 1 CompuWeigh License- (1-user concurrent 20/ $525.00 $10,500.00 license) * Each 2 WeighStation Program License 10/ $5,775.00 $57,750.00 1. Collier County Landfill Lane 4 Truck Scales 2 of these scales would have partially unmanned kiosks and 1 of these would have a kiosk on right and left side to accommodate right side driving vehicles and RFID readers for auto ticketing. All 4 scales would have Outdoor Displays used for scoreboard and messaging 1 of these attended would be by directional 4 Ticketing window/PC to control attended and unattended lanes 2. Immokalee Transfer Station 1 Truck Scale 1 Ticketing window/PC 3. North Collier Recycling Center 1 Ticketing window/PC 4. Marco Island Recycling Center 1 Ticketing window/PC 5. Naples Recycling Center 1 Ticketing window/PC 6. Tim Nance Recycling Center 1 Truck Scale 1 Ticketing window/PC 7. Camestown Recycling Center 1 Ticketing window/PC) * 3 WeighStation Program License(for use in the 1 / $0.00 $0.00 office) Lane 4 MSMQ Module(11-15 lanes) * Palm Beach 1 /Flat $7,875.00 $7,875.00 pricing was based on >20 lanes. Fee 5 Insufficient Funds/Split Payments Module * 1 /Flat $1,575.00 $1,575.00 Fee 6 Alerts/Rules Module * 1 /Flat $2,625.00 $2,625.00 Fee 7 Software Discount 1 / ($10,000.00) ($10,000.00) Each 8 AR and Aging Module * 1 /Flat $19,995.00 $19,995.00 Fee 9 WeighPass Module * 0/Flat $9,625.00 $0.00 Fee 21-033-NS Paradigm Agreement Page 13 of 18 CM) 16C 6 Palm Beach Description Qty/ Unit Price Extended Line Item UM Price 10 Unattended Module (includes RF Module on 2/ $2,500.00 $5,000.00 unattended lanes) (Truck scale lanes at the Lane landfill. Customer is paying at a per lane rate instead of a flat fee. The pricing in the Palm Beach Agreement equals 8 lanes at $2,500.00 _per lane.) * 11 Jobs/LOA/DAS Module * 1 /Flat $25,000.00 $25,000.00 Fee 12 Video/Picture Module * 10/ $1,575.00 $15,750.00 Lane 13 Light Module(Truck scale lanes at the 6/ $500.00 $3,000.00 Landfill, Transfer Station and Tim Nance Lane Recycling Center. Customer is paying at a per lane rate instead of a flat fee. The pricing in the Palm Beach Agreement equals 30 lanes at $500.00 per lane.) * 14 Gate Module(Truck scale lanes at the 6/ $500.00 $3,000.00 Landfill, Transfer Station and Tim Nance Lane Recycling Center. Customer is paying at a per lane rate instead of a flat fee. The pricing in the Palm Beach Agreement equals 30 lanes at $500.00 per lane.) * 15 WeighPay Module—(10 attended lanes. 10/ $1,885.00 $18,850.00 OPTIONAL—NCR—If NCR is the chosen Lane integration, Addendum D of the Solid Waste Authority of Palm Beach Agreement is not required. As per County, not for Unattended Lanes. Customer must enter into an agreement with NCR, Card Connect, AxiaMed, Point& Pay or Elavon to be used as a gateway and/or processor and provide terminals. All costs associated with NCR, Card Connect,AxiaMed, Point &Pay or Elavon are not included in PSLLC pricing unless specifically noted. Paradigm will need to discuss with NCR the possibility of a solution for the tablets. If no solution is available, we will remove the associated modules from those tablet licenses.) * 16 WeighPay Module—(For use in the office. 1 / $0.00 $0.00 Customer must enter into an agreement with Lane an approved vendor to be used as a gateway and/or processor and provide terminals. All costs associated with approved vendor are not included in PSLLC pricing unless specifically noted.) * 17 Web Reporting Module (with credit card 1 /Flat $25,000.00 $25,000.00 integration) (Customer must enter into an Fee agreement with an approved vendor to be used as a gateway and/or processor.) 21-033-NS Paradigm Agreement Page 14 of 18 1 6 C Palm Beach Description Qty/ Unit Price Extended Line Item UM Price 18 Scale Monitoring Module (Truck scale lanes 6/ $1,575.00 $9,450.00 at the Landfill, Transfer Station and Tim Lane Nance Recycling Center) * 19 Driver's License (Barcode) Scanning Module 0/ $1,575.00 $0.00 * Lane 20 Export to Third-Party Accounting Package 16/ $225.00 $3,600.00 (GL only)—(Export to SAP. Palm Beach Hour Agreement was to eFinancePlus Software) * 21 Historical Data Conversion(includes trucks, 1 /Flat $0.00 $0.00 accounts, rates, transactions, accounting Fee starting balances—does not include historical accounting data. ALL data must be in the same format and layout. If different data formats or layouts are supplied, additional charges may apply.) 22 Customization—Ability to scan documents at 1 /Flat $0.00 $0.00 the time the transaction is processed. The Fee exact process will need to be determined based on the Authority providing business requirements. We will include this customization up to 20 hours at no additional charge to the Authority. This does not include the purchase of any necessary hardware. 23 Swing Away Canopy for Enclosures 0/ $1,660.19 $0.00 Each 24 Stainless Steel Kiosk Enclosure(w/heater, 3 / $7,241.75 $21,725.25 fan, exhaust&thermostat—(NOTE: Each Customer will be responsible for all wiring, electrical, trenching, conduit and bollards. PSLLC will configure the hardware to work with the software.) 25 Touch Screen Industrial Computer for 3 / $4,500.00 $13,500.00 Enclosure Each 26 Kiosk Thermal Receipt Printer 3 / $850.00 $2,550.00 Each 27 2-port Extended Temperature Serial 11 / $528.06 $5,808.66 Server(Perle) Each 28 RF Junction Box - (to connect to RF Readers) 2 / $600.00 $1,200.00 Each 29 Intercom Master(IP)—(Includes Master 1 / $1,870.64 $1,870.64 Station, Sub-Station Adapter and Transformer Each —customer must provide POE switch) 21-033-NS Paradigm Agreement Page 15 of 18 16C 6 Palm Beach Description Qty/ Unit Price Extended Line Item UM Price 30 Intercom Remote Horn/Station(IP)— 3 / $751.17 $2,253.51 (Includes Horn and Push Button—customer Each must provide POE switch) 31 4-port Extended Temperature Serial Server 0/ $774.80 $0.00 (Perle) Each 32 1-port Serial Server(Perle) 0/ $486.20 $0.00 Each 33 Case Kiosk Thermal Receipt Paper(8 rolls) 1 / $145.54 $145.54 Each 34 Outdoor Display - (External Display- 24X64 7 / $2,457.00 $17,199.00 Compact Outdoor Enclosed) Each 35 OPTO Board, Brain and Modules (to control 4/ $1,700.00 $6,800.00 lights and gates) Each 36 Indoor Thermal Receipt Printer 10/ $461.36 $4,613.60 (Serial+USB+Ethernet) Each 37 Camera—customer to provide POE switch 0/ $1,069.81 $0.00 and location of each camera on the lanes Each (NOTE: Customer will be responsible for all wiring, electrical, trenching, conduit and bollards up to the camera. PSLLC will configure the hardware to work with the software.) 38 Driver's License/Barcode Scanner 0/ $598.69 $0.00 Each 39 Driver's License/Barcode Scanner in 0/ $625.25 $0.00 Stainless Steel Enclosure (for Ref 1 and 2) Each 40 Fiber to Ethernet with 4-port POE Switch 0/ $762.75 $0.00 Each 41 Project Management—(County will only be 170/ $150.00 $25,500.00 invoiced for time used.) Hour 42 On-Site Installation- (Hardware installation 3 / $6,250.00 $18,750.00 for Enclosures - includes travel for one trip) Each (Palm Beach had 8 Enclosures) 43 On-Site Installation—(Go-Live— 1 Site—3 168 / $301.60 $50,668.80 Techs for 7 days (2 weekend days) — Hour includes travel) 44 On-Site Installation—(Go-Live—Remaining 0/ $281.25 $0.00 Sites for 5 days—includes travel) Hour 45 On-Site Installation—(Go-Live—Remaining 160/ $281.25 $45,000.00 Sites—4 Techs for 5 days—includes travel) Hour 46 On-Site Installation—(Go-Live—includes 0/ $281.25 $0.00 travel) Hour 47 On-Site Training—(includes travel) 40/ $271.86 $10,874.40 Hour 48 Remote Install/Training- (County will only 130 / $210.00 $27,300.00 be invoiced for time used.) Hour 21-033-NS Paradigm Agreement Page 16 of 18 CPO 16C 6 Palm Beach Description Qty/ Unit Price Extended Line Item UM Price 49 On-Site Installation - (After Hours Work - 16/ $315.00 $5,040.00 Authority will only be invoiced for time used) Hour Licensing, Customization,Hardware, and Implementation Total: $459,769.40 *Used to calculate Annual Support at twenty(20%)percent. *Exclusive of any applicable taxes. 21-033-NS Paradigm Agreement Page 17 of 18 i6C 6 STANDARD SUPPORT SERVICES AND LICENSING AGREEMENT Licensing, Customization, and Implementation Payment Schedule Percentage Due: Amount Due: 50%- Software Due Upon Initial Installation of Baseline Version in Test $99,485.00 Environment 40% - Software Due Upon Go-Live $79,588.00 10% - Software Due 30 Days After Go-Live $19,897.00 100% -Hardware Due Upon Receipt $77,666.20 Services Will Be Invoiced Monthly for Work Completed the Prior Month $183,133.20 $459,769.40* Annual Support Services Payment Schedule Percentage Due: Amount Due: 100% - Software Support Due 90 Days After Go-Live and Pro-Rated for 9 $41,794.00 Months to Coincide with Hardware Support and Annually Thereafter(with modifications per the Terms of the Agreement) 100% -Hardware Support Due Upon Go-Live and Annually Thereafter(with $10,750.00 modifications per the Terms of the Agreement) 100% -Web Hosting Fee Due Upon Go-Live and Annually Thereafter(with $9,000.00 modifications per the Terms of the Agreement) $61,544.00* *Exclusive of any applicable taxes. Annual Escrow Services Payment Schedule Percentage Due: Amount Due: 100% - Due Upon Agreement Acceptance $700.00 100% -Due November 28 Annually for the following Calendar Year $300.00 • 2I-033-NS Paradigm Agreement Page 18 of 18 C 1 6 C 6 1 ® DATE(MM/DD/YYYY) ACc'RD CERTIFICATE OF LIABILITY INSURANCE 10/13/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONT PRODUCER NAMEACT Brian Cashion Riggs, Counselman, Michaels& Downes, Inc. PHONE 443-921-2580 FAC,No):410-339-5897 555 Fairmount Avenue (A/C.No-EXtr Towson MD 21286 A ADDRESS: bcashion@rcmd.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company Limited 11000 INSURED PARASOF-01 INSURER B:Trumbull Insurance Company 27120 Paradigm Software, LLC.113 Old Padonia Road INSURER c:Travelers Casualty and Surety Company of America 31194 Suite 200 INSURER D:ACE American Insurance Company(CHUBB) 22667 Cockeysville MD 21030 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1334649149 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y Y 30SBABY2372 1/1/2021 1/1/2022 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED _ CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X ECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: A AUTOMOBILE LIABILITY Y Y 30SBABY2372 1/1/2021 1/1/2022 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED Paraccident) TY DAMAGE $ AUTOS ONLY AUTOS ONLY $ A X UMBRELLA LIAB X OCCUR Y Y 30SBABY2372 1/1/2021 1/1/2022 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10,0n $ B WORKERS COMPENSATION Y 30WE0009166 1/1/2021 1/1/2022 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Crime 107491036 7/19/2021 1/1/2023 Aggregate Limit $1,000,000 D Technology Errors&Omissions F14621830003 1/1/2021 1/1/2022 Aggregate Limit $5,000,000 Per Claim $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners are included as additional insured in regards to General Liability and Automobile Liability as required by written contract or agreement Waiver of subrogation applies in favor of the certificate holder.Umbrella follows form.Coverage is primary and non-contributory to other insurance. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tam iani Trail E. AUTHORIZED REPRESENTATIVE Naples FL 34112 M/CV644e I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD