HomeMy WebLinkAboutPRYMEINFILINSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CITY CLFRu
DATE: �OPRYMEINFIL
JAN C 8 24
SUMMARY OF TERMS:
N-2024-005
Purchase Order and Live -User Agreement
Date of Purchase ("Commencement
Purchase Order#: 10-2023
Date"): December 15, 2023
Customer / Entity ("Customer"): Santa
Service/Support Contact: Mathew Sorenson
Ana Police Department / SWAT / 160 Civic
/ msorenson@santa-ana.org / 562-528-6558
Center Plaza, Santa Ana, CA 92701
Brackets of Authorized Users ("Users"):
Billing Contact: Mathew Sorenson /
_ <25
msorenson@santa-ana.org / 562-528-6558
_<50
X < 75
<100
<125
< 150
_<175
< 200
ETC.
Term: One (1) calendar year from
Payment Schedule: Annual User Fees
Commencement Date (12/15/23—12/15/24)
payments during the Term for the amount
("Term").
specified in Fee(s). The first annual User Fees
payment shall be made on the
Commencement Date, with additional User
Fees paid thereafter. See Payment Terms
section below for further details.
Fee(s):
Payment Type:
(a) User Fee (based on user bracket of 75):
Credit Card Payment:
US $22,500 per year, subject to (i) a true-
An additional 3.0%fee will be added when
up based any user increases tiil a capped
a in b credit card
P Y S Y
annual technology increase (see Payment
Terms below for further details):
Check payable to:
PRYME INFIL
(b) One -Time Onboarding Fee: US $500
853 Cutting Ct, Suite# D
Vacaville, CA 95688
(c) Total Due on Commencement Date
("Initial Fee"): US $23,000
*See corresponding Official Invoice
This Purchase Order and Live -User (License) Agreement ("Agreement') sets forth the
terms and conditions under which Customer (as identified in Summary of Terms) may obtain from
Pryme Infrl, a Nevada corporation ("Pryme Infil" ), the right to access and use that certain mobile
I(') P R Y M e I N F I L Purchase Order and Live -User Agreement
application commonly known as "Pryme Infil" (the "Application") during the Term. Pryme Infil
and Customer are referred to herein as a "Party" or the "Parties."
Pryme Infil will provide all reasonable and necessary assistance during the Term. Pryme
Infil will nominate at least one (1) person responsible for Application onboarding assistance and
training ("Project Manager"), as well as ongoing ownership ("Product Lead").
Role / Title
Name
Phone Number
E-mail Address
Project Manager
Jarred P.
707-294-7606
Jarred@prymeinfil.com
Product Lead
Stephanie P.
707-505-5004
Stephanie@prymeinfil.com
Pryme Infil shall provide Customer and its Users (as identified in the Summary of Terms)
such technical support as may be set forth in Summary of Terms above.
GENERAL USER TERMS AND CONDITIONS:
This Agreement is a binding agreement between Customer and Pryme Infil. This Agreement
governs Customers and Customer's Users use of the Application on a mobile device owned or
otherwise controlled by Customer and/or Customer's Users as set forth on the Summary of Terms.
The Application is licensed, not sold; to Customer. BY DOWNLOADING, INSTALLING OR
OTHERWISE USING THE APPLICATION, CUSTOMER ACCEPTS THIS AGREEMENT
AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF CUSTOMER DOES NOT
AGREE TO THESE TERMS, CUSTOMER SHALL NOT DOWNLOAD, INSTALL OR USE
THE APPLICATION AND AGREES TO DELETE IT FROM CUSTOMER'S MOBILE
DEVICE AND ENSURE THAT ALL END USERS DELETE THE APPLICATION FROM
THEIR MOBILE DEVICES.
1. License Grant. Subject to the terms of this Agreement, Pryme Infil grants
Customer a limited, non-exclusive, and nontransferable license to download, install, and use the
Application for Customer's personal, non -revenue generating use.
2. License Restrictions. Customer (and its Users) shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or
improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to
derive or gain access to the source code of the Application or any part thereof;
rP R Y M e IN F I L Purchase Order and Live -User Agreement
(d) remove, delete, alter, or obscure any trademarks or any copyright,
trademark, patent, or other intellectual property or proprietary rights notices from the Application,
including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or
otherwise make available the Application, or any features or functionality of the Application, to
any third party for any reason, including by making the Application available on a network where
it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any
workaround to any copy protection, rights management, or security features in or protecting the
Application.
3. Reservation of Riehts. Customer acknowledges and agrees that the Application is
provided under license, and not sold, to Customer. Customer does not acquire any ownership
interest in the Application under this Agreement, or any other rights thereto other than to use the
Application in accordance with the license granted, and subject to all terms, conditions, and
restrictions, under this Agreement. Pryme Infil reserves and shall retain its entire right, title, and
interest in and to the Application, including all copyrights, trademarks, and other intellectual
property rights therein or relating thereto, except as expressly granted to Customer in this
Agreement.
4. Updates. Pryme Infil will from time to time, in its sole discretion or based on
Customer needs, develop and provide Application updates, which may include upgrades, bug
fixes, patches, other error corrections, and/or new features (collectively, including related
documentation, "Updates"). Updates may also modify, or delete in their entirety, certain features
and functionality that are deemed obsolete by Pryme Infil. Pryme Infil has no obligation to provide
any Updates or to continue to provide or enable any particular features or functionality. Based on
Customer's or Customer's Users' mobile device settings: (a) the Application will automatically
download and install all available Updates; or (b) Customer may receive notice of or be prompted
to download and install available Updates. Customer shall promptly download and install all
Updates and acknowledge and agree that the Application or portions thereof may not properly
operate should Customer fail to do so. Customer further agrees that all Updates will be deemed
part of the Application and be subject to all terms and conditions of this Agreement.
5. Third -Party Materials. The Application may display, include, or make available
third -party content (including data, information, applications, and other products, services, and/or
materials) or provide links to third -party websites or services — which may be deemed law
enforcement related ("Third -Party Materials"). Customer acknowledges and agrees that Pryme
Infil is not responsible for Third -Party Materials, including their accuracy, completeness,
timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.
Pryme Infil does not assume and will not have any liability or responsibility to Customer or any
other person or entity for any Third -Party Materials. Third -Party Materials and links thereto are
provided solely as a convenience to Customer, and Customer accesses and uses them entirely at
its own risk and subject to such third parties' terms and conditions.
G0P R Y M E IN F I L Purchase Order and Live -User Agreement
6. Payment Terms.
(a) Invoices and Payment Timing. With the exception of the Initial Fee, which
is payable on the Commencement Date, invoices for the annual User Fees due during the Term
will be sent thirty (30) calendar days prior to the beginning of each year of the Term (if a three (3)
year term, along with a new Live -User Agreement (if a one (1) year term). Invoices are due upon
receipt subject to a 15-day grace period. If payment is not received by Pryme Infil by the end of
the grace period, Pryme Infl may suspend, lock, or restrict User access to the App and services in
its sole discretion until payment is made. If payment is not made within thirty (30) days of
Customer's receipt of an invoice, this Agreement Pryme Infil may terminate this Agreement
immediately subject to the provisions of Section 7, below.
(b) True -Up. The User Fees are calculated based on brackets consisting of a
range of Users. Customer shall pay the same User Fees for any number of Users in that same
bracket (as identified in the Summary of Terms) unless and until the number of Users exceeds their
existing bracket. If at any point during the Term, the Customer increases its Users such that the
number of Users moves into a new bracket, the User Fees for the next Term year shall be adjusted
and likewise Customer shall be required to pay a pro rata portion of the User Fee from the prior
year calculated from the date when the bracket increase occurred in said prior year. For example,
if in September of Year 2 of the Term, the Customer's Users increase from 24 to 30, then the
invoice generated for Year 3 shall include the new adjusted User Fee for Year 3, and shall also
include charges for the difference in the User Fees in Year 2 based on the change in bracket,
prorated for the four months in Year 2 that the Users exceeded the original bracket. A true -up of
Customer Users shall be performed at the end of each year of the Term and the change in User
Fees, if any, shall be included in the next annual invoice for payment. Pryme Infil shall include
sufficient detail in the invoice to support its calculation of Users and User Fees. Customer attests
that it has read and understands this section, agrees to the adjustment of User Fees based on the
bracket system noted above, and further agrees to payment of prorated fees for prior years as set
forth herein.
Initials Required:
(c) Capped Annual Technology Increase. Subject to commencement following
Year 1, the User Fee may be proportionately increased to account for increases in the cost of
technology associated with the Application; provided, however that Pryme Infil will have the right
to adjust the User Fee by no more than five percent (5%) of the total amount paid by Customer to
Pryme Infil in the previous year. Such totals shall not be based any discounted pricing; but rather
the true total amount. Any increase imposed pursuant to this section shall be reflected on the
invoice for the year in which the increase will occur pursuant to the terms of Section 6(a).
7. Term and Termination. The term of this Agreement shall begin on the
Commencement Date and will continue in effect for the Term (one (1) calendar year); provided
that prior to any anniversary of the Commencement Date during the Term, Customer may provide
thirty (30) days' prior written notice of its intent to terminate this Agreement before the next year
of the Term begins. If Customer gives timely notice as set forth in the sentence above, Customer
11
G0P R Y ME I N F I L Purchase Order and Live -User Agreement
will not be required to pay the annual User Fee for the remainder of the Term, however under no
circumstances will there be any refund or return of any User Fee amounts previously paid by
Customer. In addition to the foregoing, Pryme Infil may terminate this Agreement immediately
and automatically without any notice if Customer violates any of the terms and conditions of this
Agreement, including late payment of User Fees or any User(s) violation of the provision of this
Agreement related to the License granted hereunder — without reimbursement of fees previously
paid by the Customer. Upon termination, Customer shall immediately delete the Application and
all copies thereof from Customer's and all User's mobile devices. Upon termination: (a) all rights
granted to Customer under this Agreement will also terminate; and (b) Customer must cease all
use of the Application and delete all copies of the Application from its mobile device and account,
and ensure that all Users do the same. Termination will not limit any of Pryme Infil's rights or
remedies at law or in equity.
8. Customer Data. All raw data input by Customer into the Application ("Customer
Data") will be end -to -end encrypted (data at rest/in transit). Such Customer Data will be stored
within the Amazon's GovCloud Web Services servers in a separate Customer -designated space.
At the termination of this Agreement, Pryme Infil will, at the option of the Customer, either: (a)
download all Customer Data to an external hard drive of Pryme Infil's choosing (such as a flash
drive) and deliver the drive to Customer. Upon confirmation of receipt of the drive by Customer,
Pryme Infil shall delete all Customer Data from its servers (including any raw data stored with
Amazon's GovCloud Web Services), within sixty (60) calendar days thereof; or (b) Pryme Infil
will continue to store the Customer Data on behalf of the Customer for an annual fee based on
Customer's agency size and/or data size, provided that such storage services shall be subject to a
separate written agreement between Customer and Pryme Infil to be entered into at the termination
of this Agreement.
9. Disclaimer of Warranties. THE APPLICATION IS PROVIDED "AS IS" AND
WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRYME INFIL, ON ITS
OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR
RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH
RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -
INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT
LIMITATION TO THE FOREGOING, PRYME INFIL PROVIDES NO WARRANTY OR
UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE
APPLICATION WILL MEET CUSTOMER'S REQUIREMENTS, ACHIEVE ANY
INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE,
APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION,
MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR -FREE, OR
THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED
WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF
�P P R Y ME I N F I L Purchase Order and Live -User Agreement
A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS
MAY NOT APPLY TO CUSTOMER.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL PRYME INFIL OR ITS AFFILIATES, OR ANY
OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY
LIABILITY ARISING FROM OR RELATED TO CUSTOMER'S OR CUSTOMER'S USERS'
USE OF OR INABILITY TO USE THE APPLICATION FOR: (i) PERSONAL INJURY,
PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES,
LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER
FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR (ii) DIRECT
DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT
ACTUALLY PAID BY CUSTOMER FOR THE APPLICATION. THE FOREGOING
LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR PRYME INFIL WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT
ALLOW CERTAIN LIMITATIONS OF LIABILITY SOME OR ALL OF THE ABOVE
LIMITATIONS OF LIABILITY MAY NOT APPLY TO CUSTOMER.
11. [Reserved].
12. Export Regulation. The Application may be subject to US and other jurisdictions'
export control laws and sanctions laws and regulations. Customer shall not, directly or indirectly,
export, re-export, or release the Application to, or make the Application accessible from, any
jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or
regulation. Customer shall comply with all export control and sanction laws and regulations that
apply to Customer's use of the Application, including but not limited to a.) the Export
Administration Regulations maintained by the US Department of Commerce, b.) trade and
economic sanctions maintained by the US Treasury Department's Office of Foreign Assets
Control, and c.) the International Traffic in Arms Regulations maintained by the US Department
of State. These laws and regulations include restrictions on destinations, users, and end use.
Customer agrees not to use the Application any purposes prohibited by applicable law, including,
without limitation, the development, design, manufacture or production of nuclear, chemical or
biological weapons. By downloading, installing or otherwise using the Application, Customer
represents and warrants that Customer is not located in any U.S. embargoed countries or listed on
the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of
Commerce Denied Person's List or Entity List or any other restricted party lists.
13. Severability. If any provision of this Agreement is illegal or unenforceable under
applicable law, the remainder of the provision will be amended to achieve as closely as possible
the effect of the original term and all other provisions of this Agreement will continue in full force
and effect.
6
�P P R Y M e IN F I L Purchase Order and Live -User Agreement
14. Governine Law. This Agreement will be governed by the laws of the State of
California, without reference to the conflict of laws provisions.
15. Entire Agreement. This Agreement constitutes the entire agreement between
Customer and Pryme Infit with respect to the Application and supersede all prior or
contemporaneous understandings and agreements, whether written or oral, with respect to the
Application,
16. Waiver. No failure to exercise, and no delay in exercising, on the part of either
party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or power hereunder preclude further exercise of that or any other right
hereunder. In the event of a conflict between this Agreement and any applicable purchase or other
terms, the terms of this Agreement shall govern.
Signature Page to Follow
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17. Insurance Pryme Infil shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder and the results of that work by the
Pryme Infil, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with
limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this proj ect/location
(ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the
required occurrence limit.
If Pryme Infil maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Pryme Infil. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the City.
b, Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions:
i. Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be
covered as additional insureds on the CGL policy with respect to liability
arising out of work or operations performed by or on behalf of Pryme hifil
including materials, parts, or equipment furnished in connection with such
work or operations. General liability coverage can be provided in the form
of an endorsement to Pryme Infil's insurance (at least as broad as ISO
Form CG 20 10 1185 or if not available, through the addition of both CG
20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition
is used).
ii. Primary Coverage
For any claims related to this Live -User Agreement, Pryme Infil's
insurance coverage shall be primary coverage at least as broad as ISO CG
20 01 04 13 as respects the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers shall be excess of the Pryme
Infil's insurance and shall not contribute with it.
91
iii. Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not
be canceled, except with notice to the City.
c. Waiver of Subrogation
Pryme Infil hereby grants to City a waiver of any right to subrogation which any
insurer of said Contractor may acquire against the City by virtue of the payment of
any loss under such insurance. Pryme Infil agrees to obtain any endorsement that may
be necessary to affect this waiver of subrogation, but this provision applies regardless
of whether or not the City has received a waiver of subrogation endorsement from the
insurer.
d. Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The Entity may
require the Pryme Infil to purchase coverage with a lower retention or provide proof
of ability to pay losses and related investigations, claim administration, and defense
expenses within the retention. The policy language shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the named insured or
City.
e. Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with
a current A.M. Best's rating of no less than A:VIl, unless otherwise acceptable to the
City.
f. Verification of Coverage
Pryme Infil shall furnish the City with original Certificates of Insurance including all
required amendatory endorsements (or copies of the applicable policy language
effecting coverage required by this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City before
work begins. However, failure to obtain the required documents prior to the work
beginning shall not waive the Contractor's obligation to provide them.
g. The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any
time.
h. Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the
nature of the risk, prior experience, insurer, coverage, or other special circumstances.
�0 P R Y M E IN F I L Purchase Order and Live -User Agreement
IN WITNESS WHEREOF, the undersigned have signed this Agreement effective as of the date
set forth in the Summary of Terms.
"CUSTOMER"
By: See below_
Name:
Title:
Entity:
Date:
"PRYME INFIL"
By:
Name: .Jarred Pereira
Title: President / CEO
Date: December 5, 2023
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
JENNIF L
ity Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: aa=�
TAMARA BOGOSIAN
Senior Assistant City Attorney
10
CITY OF SANTA ANA
z4o � , 91
OMAS R. HATCH
Interim City Manager
RECOMMENDED FOR APPROVAL:
ROBERT RODRIGUEZ
Acting Chief of Police