HomeMy WebLinkAboutPRYME INFIL N-2025-284
P RY M E I N F I L
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SUMMARY OF TERMS:
Date of Purchase ("Commencement Official Quote#: 10-2025 (attached as
Date"): December 15, 2025 Exhibit A to Agreement) ($29,925.00)
Customer/Entity ("Customer"): Service/Support Contact: Mathew Sorenson
Santa Ana Police Department 1160 Civic msorenson@santa-ana.org 1 714- 245-8665
Center Plaza, Santa Ana, CA 92701 1 714-
245-8665
Total of Authorized Users ("Users"): Billing Contact: Mathew Sorenson
User licenses will be reflected on the official I msorenson@santa-ana.org 1 714- 245-8665
invoice.
Term: One (1) calendar year from the Payment Schedule: Annual User Fees
Commencement Date ("Term"). payments during the Term for the amount
specified in Fee(s). The first annual User Fees
Note: See section 6(d)regarding payment shall be made on the
Renewal. Commencement Date, with additional User
Fees paid thereafter on an annual basis (if
applicable). See Payment Terms section
below for further details.
Fee(s): Payment Type:
(a) User Fee (based on total authorized): Credit Card Payment:
Price to be reflected on official invoice, An additional 3.O%fee will be added when
subject to i a true-up based aqy use ire la credit card
increases Gi a capped annual technology P aY g y
increase. (See Payment Terms below for Check payable to:
further details.) PRYME INFIL
(b) Total Due on Commencement Date 201 E. Monte Vista Ave, Suite AVacaville CA 95688
("Initial Fee"): Price to be reflected on '
official invoice.
*See corresponding Official Quote/hivoice
This Live-User Agreement (License) and Official Quote ("Agreement") sets forth the terms
and conditions for the Parties under which Customer (as identified in Summary of Terms) may
obtain from Pryme Infil, a Delaware corporation ("Pryme Infil"),the right to access and use that
certain mobile 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
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Live-User Agreement
training("Project Manager"), as well as ongoing ownership ("Customer Success").
Role/Title Name Phone Number E-mail Address
Project Manager Jake T. 707-505-5004 jake@prymoinfil.com
Customer Success Stephanie P. 707-505-5004 stephanie@prymoinfil.com
Pryme Infi1 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;
(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
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Live-User Agreement
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 Rights. 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 fiinctionality 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.
6. Payment Terms.
(a) Invoices and Pa ent 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. Invoices are
due upon receipt subject to a thirty (30) day grace period. If payment is not received by Pryme
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Live-User Agreement
Infil by the end of the grace period, Pryme Infil 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 the number of users
onboarded on the Commencement Date. If at any point during the Term, the Customer increases
its Users such that the number of Users is beyond those initially onboarded, the User Fees for the
next Term year shall be adjusted and likewise Customer shall be required to pay a pro rates portion
of the User Fee from the prior year calculated from the date when the 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,prorated for the four months in Year 2 that the Users exceeded the original number of
users. 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 if applicable,and further agrees to payment of prorated fees for prior years as set forth herein.
Initials Required:
(c) Capped Annual Technology Increase. Potentially commencing in Year 2
and each year thereafter this initial Agreement, 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). NOTE: This may not include the implementation of new features.
(d) Renewal. The parties agree that at the expiry of this initial Live-User
Agreement or any subsequent renewed term,this Agreement may be renewed,with the same terms
and conditions as documented and agreed upon herein(excluding price), for a further term of one
(1) calendar year, and each sequential year following. If either party intends to renew the
Agreement,a form written notice shall be provided by the party at least 30 days prior to the renewal
date (e.g. quote, invoice, email, etc.). If the Customer or Pryme Infil requires a new Agreement
with new terms and conditions, a new Agreement shall be drafted, reviewed by both parties, and
mutually agreed upon prior to its implementation.
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 from
Commencement Date);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 Terms begins (pertaining to a multi-year term or renewal).
If Customer gives timely notice of termination as set forth in the sentence above, Customer will
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not be required to pay the ensuing year's annual User Fee, however under no circumstances will
there be any refund or return of any User Fee amounts previously paid by Customer for the current
or past year(s). 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.
S. Customer Data. All 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 TIIAT 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
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C) PRYMEINFIL
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A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS
MAY NOT APPLY TO CUSTOMER.
10. Indemnification. Pryme Infil shall indemnify and hold harmless Customer and its
officers, agents and employees from, and , if requested, shall defend them from and against any
and all liabilities (legal, contractual, or otherwise), losses, damages, costs, expenses, or claims for
injury or damages (collectively, "Claims"), arising frown or in any way connected with Pryme
Infil's negligent or tortious [GG(I] performance of the Agreement, including but not limited to,
any: (i) injury to or death of a person, including employees of Customer; (ii) loss of or damage to
property; (iii)violation of local, state, or federal common law, statute or regulation, including but
not limited to privacy or personal identifiable information,health information,disability and labor
laws or regulations; or (iv) strict liability imposed by any law or regulation; except to the extent
such indemnity is void or otherwise unenforceable under applicable law, and except where such
Claims are the result of the active negligence or willful misconduct of Customer and are not
contributed to by any act of, or by any omission to perform some duty imposed by law or
agreement on, Pryme Infil or its affiliates. The foregoing indemnity shall include, without
limitation,reasonable fees of attorneys, consultants, and experts and related costs,and Customer's
costs of investigating any claims against Customer.
11. 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 1NFIL 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.
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
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PRYME I N F I L
Live-User Agreement
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.
14. Governing 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 Infil 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
parry, 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.
17. Public Records. Pryme Infil. acknowledges that Customer is subject to the
provisions of the California Public Records Act (Govt. Code § 7920.000, et seq.) (the "Act");
therefore, this Agreement and any writing prepared for or submitted to Customer, including but
not limited to Pryme Infil's Proposal or Statement of Qualifications, is subject to disclosure as a
public record,unless any portion thereof is exempt under the Act. If Pryme Infil believes that any
portion of a public record is exempt from disclosure under the Act, it must clearly identify the
portion(s) it believes to be exempt and identify the basis for the exemption. Pryme Infil bears the
burden of proving any claimed exemption under the Act, and by signing this Agreement and
initialing the acknowledgement below,Pryme Infil agrees to indemnify,defend,and hold harmless
Customer against any third-party claim seeking disclosure of the public record or any portions
thereof.
18. 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, its agents, representatives, employees or subcontractors.
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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 (or equivalent) covering CGL on an "occurrence" basis, including products
and completed operations,property damage, bodily injury and personal &
advertising injury with limits no less than$5,000,000 per occurrence and
$5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the
duties and obligations as is undertaken by Pryme Infil in this agreement.
If Pryme Infil maintains broader coverage and/or higher limits than the minimums
shown above, the Customer 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 Customer.
b. Professional Liability(Errors and Omissions); Insurance appropriates to the
Pryme Infil's profession, with limit no less than five million dollars ($5,000,000)
per occurrence or claim.
c. Technology Professional Liability Errors and Omissions Insurance:
Appropriate to the Pryme Infil's profession and work hereunder, with limits not
less than$5,000,000 per occurrence. Coverage shall be sufficiently broad to
respond to the duties and obligations as is undertaken by the Pryme Infil in this
agreement and shall include, but not be limited to, claims involving infringement
of intellectual property, copyright,trademark, invasion of privacy violations,
information theft,release of private information, extortion and network security.
The policy shall provide coverage for breach response costs as well as regulatory
fines and penalties as well as credit monitoring expenses with limits sufficient to
respond to these obligations. The Policy shall include, or be endorsed to include,
property damage liability coverage for damage to, alteration of, loss of, or
destruction of electronic data and/or information"property" of the Agency in the
care, custody, or control of the Pryme Infil. If not covered under the Pryme Infil's
liability policy, such"property" coverage of the Agency may be endorsed onto
the Pryme Infil's Cyber Liability Policy as covered property as follows: Cyber
Liability coverage in an amount sufficient to cover the full replacement value of
damage to, alteration of, loss of, or destruction of electronic data and/or
information"property" of the Agency that will be in the care, custody, or control
of Pryme Infil.
d. Statutory Workers' Compensation Insurance (SWCI): Pryme Infil shall
maintain SWCI in statutory limits and Employer's Liability Insurance for any and
all persons employed by Pryme Infil. Such SWCI policy shall include at least
$1,000,000 each accident, $1,000,000 by disease-policy limit, and $1,000,000 by
disease-each. In the alternative,Pryme Infil may rely on a self-insurance program
to meet those requirements, but only if the program of self-insurance complies
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Live-User Agreement
fully with the provisions of the California Labor Code, Determination of whether
a self-insurance program meets the standards of the Labor Code shall be solely in
the discretion of the Customer and Pryme Infil shall furnish information necessary
for the Customer to make such determination upon request.
The insurer, if insurance is provided,or Pryme Intl, if a program of self-
insurance is provided, shall waive all rights of subrogation against the Customer
and its officers, officials, employees, contractors, agents, representatives, and
volunteers for loss arising from work performed under this Agreement. 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
Customer has received a waiver of subrogation endorsement from the insurer.
e. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to
contain, the following provisions:
i. Additional Insured Status: The Customer, 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 Pryine
Infil 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 0104 13 as respects the Customer, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the Customer, its
officers, officials, employees, or volunteers shall be excess of the Pryme Infil's
insurance and shall not contribute with it.
iii. Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with a 30-day notice to the Customer.
iv. Waiver of Subrogation: Pryme Infil hereby grants to Customer a waiver of any
right to subrogation which any insurer of said Contractor may acquire against the
Customer 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 Customer
has received a waiver of subrogation endorsement from the insurer.
V. Self-Insured Retentions: Self-insured retentions must be declared to and approved
by the Customer, 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,
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Live-User Agreement
The policy language shall provide, or be endorsed to provide, that the self-insured
retention may be satisfied by either the named insured or Customer.
vi. 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:VII, unless otherwise acceptable to the Customer.
vii. Verification of Coverage: Pryme Infil shall furnish the Customer 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 Customer 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. The Customer reserves the right to require
complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
viii. Special Risks or Circumstances: Customer reserves the right to modify these
requirements, including limits, based on the nature of the risk,prior experience,
insurer, coverage, or other special circumstances.
ix. The Insurance obligations under this Agreement shall be the greater of 1---all the
Insurance coverage and limits carried by or available to the Pryme Infil; or 2—the
minimum Insurance requirements shown in this agreement. Any insurance
proceeds in excess of the specified limits and coverage required, which are
applicable to a given loss, shall be available to Customer. No representation is
made that the minimum Insurance requirements of this agreement are sufficient to
cover the indemnity or other obligations of the Pryme Infil under this agreement,
Signature Page to Follow
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Live-User A reement
IN WITNESS WHEREOF, the undersigned have signed this Agreement effective as of the date
set forth in the Summary of Terms.
"CUSTOMER" "PRYME INFIL"
By: B .
Name: ALVARO NUNEZ Name: Jarred Pereira
Title: City Manager Title: CEO
Entity: City of Santa Ana Date: 11/17/25
Date: fi E'( Z.,-
ATTEST: RECOMMENDED FOR APPROVAL:
NNIF L 'fin` Robert Rodriguez
City Cle Chief of Poiiec
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By..
Tamara Bogosian
Senior Assistant City Attorney
11
Exhibit A
ESTIMATE
PRYIyIIE INFIL accounting@prymeinfil.com
201 E Monte Vista Ave +1 {707)505-5004
Ste A Unit 5 https://www.prymeinfil.com
Vacaville,CA 95688-1860 ro
Bill to
Mathew Sorenson
Santa Ana PD
160 Civic Center Plaza
Santa Ana,CA 92701
Estimate details
Estimate no.:10-2025
Estimate date:10/10/2025
Expiration date:11/09/2025
# Date Product or service Description Qty Rate Amount
1. 10/10/2025 Pryme Infil Plus Tech Annual Service Fee:Pryme Infil 95 $315.00 $29,925,00
software for agency notifications,
messaging,team operations,team
training,records management,and
government cloud storage—X users @
$300 per user/per year,with a 5%
technology adjustment applied.Total
shown reflects both components.
Total $29,925.00
Expiry
date 11/09/2025
Accepted date ,Accepted by
ACbRDP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDrYYYY)
�4. � 1 10/23/2025
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).
PRODUCER CONTACT
NAME: Margarita Caslllas
Acrisure Partners West Coast Insurance Services, LLC PHONE 408-387-5200 FAX
1950 W Corporate Way#1 s: E Arc 1925-68ti-6118
Anaheim CA 92801 E-MAIL westcerts@acrisure.com
INSURERS AFFORDING COVERAGE NAIC#
License#:6009644 INSURER A: Lloyd's Syndicate 1988-CFC Syndicate 1988
INSURED PRYMINF-01 INSURER B:
Pryme Infil, Inc.
853 Cotting Court INSURERC:
Ste D INSURER D: _
Vacaville CA 95688 INSURERE:
INSURER F
COVERAGES CERTIFICATE NUMBER:1802911740 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 SUBRI POLICY EFF POLICY EXP
TYPE OF INSURANCE
LTR I POLICY NUMBER [MMI DfYYYY MMIDDdYYYY LIMITS
A X COMMERCIAL GENERAL LIABILITY Y Y ES00240469282 8/17/2025 8/17/2026 EACH OCCURRENCE $5,000,000
DAMAGE TO RENT ED
CLAIMS-MADE X OCCUR PREMISES Ea oceurrence $250,000
x 1,000 _ NED EXP(Any one person) S 10,000
PERSONAL&AOV INJURY $5,000,000
GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000
�( PRO-
POL,ICY❑JECT LOC PRODUCTS-COMPIOPAGG $5.000,000
OTHER: S
A AUTOMOBILE LIABILITY E500240469282 8117/2025 8/17/2026 COMBINED SINGLE LIMIT $5.000.000
Ea agcidenl
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY
AUTOS ONLY AUTOS (Per accident) $
X HIRED X NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident $
TEXCESSLIAB
MBRELLALIAB OCCUR EACH OCCURRENCE CLAIMS-MADEAGGREGATE
E❑ RETENTIONS $
WORKERS COMPENSATION PER DTH-
AND EMPLOYERS'LIABILITY YIN STATUTE Eft
ANYPROPR I ET 0 RIPA RTN E RIE XEC UTIVE E.L. ACCIDENT $..L.EACH ACC
0FFICE RIM EMBER EXCLUDED? ❑ NIA _.
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $
A E86 Y Y ES00240469282 8/17/2025 8/17/2026 Each ClaimlAggregate: $5,0D0,000
A Cyber ES00240459282 8117/2025 8/17/2026 Each Claim/Aggregate: $5,000,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
The General Liability and Errors&Omissions Policy includes Automatic Additional Insured status, Primary Non-Contributory and Waiver of Subrogation if
required by written contract/agreement/permit. Subject to policy terms and conditions.
The City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers
30 Day Notice of Cancellation Applies
Tu Tran TDu9TranyNguyen signed 6y
oatez0z5.,,.04 APPROVED
Nguyen va 3a z -os`w` By Ttr Tran Nguyen at 10:33 am,Nov 04,2025
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS.
Attention: Police Department
20 Civic Center Plaza AUTHORIZED REPRESENTATIVE
Santa Ana CA 92701
O 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
AC D® CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDfYYYY)
1 0/2 31202 5
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).
PRODUCER CONTACT Automatic Data Processing Insurance Agency,Inc.
Automatic Data Processing Insurance Agency, Inc. HO E Ext]; 1-800-524-7024 (FAX,Afe No]:
E-MAIL
ADDRESS:
1 Adp Boulevard INSURER(S)AFFORDING COVERAGE NAIC#
Roseland N3 07068 INSURER A: Rated by Multiple Companies
INSURED pryrnelnfilInc INSURERB:
INSURER C:
853 Cutting Ct Ste D INSURER D:
INSURER E: _
Vacaville CA 956888701 INSURER F:
COVERAGES CERTIFICATE NUMBER: 4618537 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 TYPE OF INSURANCE ADDL SUER ^^ POLICY EFF POLI CY EXP
LTR INSD WVD POLICY NUMBER 1 MMIDDlYYYY MMlD1 YY LIMITS
COMMERCIAL GENERAL LIABILITY I $EACH OCCURRENCE
CLAIMS-MADE1-1 OCCUR DAMAGE TO F accum
PREMISES Ea occurrence $
MED EXP(Any one person) $
PERSONAL&ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE-
POLICY PRO-JECT LOC PRODUCTS-COMPlOPAGG $
I OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
Ea accident
ANY AUTO BODILY INJURY(Per person) 5
OWNED SCHEDULED BODILY INJURY Per accident $
AUTOS ONLY _ AUTOS ( ]
HIRED NON-OWNED PROPERTY-
DAMAGE
AUTOS ONLY AUTOS ONLY Per accident__ $
5
UMBRELLA LIAR OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE $
QED RETENTION$ $
WORKERS COMPENSATION PER OTH-
AND EMPLOYERS'LIABILITY Y 1 N STATUTE ER
ANY A OFFICERIMEMBEREXCLUDErD?ECDTIVE FYI N/A N 76WEGBE9VJW 03/01/2025 03/01/2026 E.L.EACH ACCIDENT $ 1,000,000
(Mandatory in NH) E.L.DISEASE-EA EMPLOYE 3 1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES ACORD 101,Additional Remarks Schedule,may he attached if more space is requ9redl
APPROVED
CERTIFICATE HOLDER CANCELLATION By T u Tirin Nguyen at 10:33 am,Nov UA,2025
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Santa Ana(its City Coundl,Officers, Employees,Agents, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
and Volunteers) ACCORDANCE WITH THE POLICY PROVISIONS.
20 Civic Center Plaza
AUTHORIZED REPRESENTATIVE
Santa Ana CA 92701
(D 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
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ADDITIONAL INSURED ENDORSEMENT
ATTACHING TO ES00240469282
POLICY NUMBER:
THE INSURED: Pryme Infil Inc
WITH EPFLCT FROM: 17 Aug 2025
It is understood and agreed that the following amendments are made
to this Policy:
1. The following DEFINITION is added:
"Additional insured" means
City of Santa Ana (its City Council, Officers, Employees, Agents, and
Volunteers)
20 Civic Center Plaza
Santa Ana,CA 92701
us
2. Where an "Additional insureds" CONDITION exists in this Policy,
additional insureds are included as a third party.
3. Where an "Additional insureds" CONDITION does not exist in this
Policy,the following CONDITION is added:
Additional insureds
Additional insureds are indemnified under this Policy as if they were
you, but only in respect of sums which they become legally obliged
to pay (including liability for claimants` costs and expenses) as a
result of any claim arising solely out of an act, error or omission
committed by you or on your behalf, provided that had the claim
been made against you, then you would be entitled to indemnity
under this Policy.
Before we indemnify any additional insured, they must prove to us
that the claim arose solely out of an act, error or omission
committed by you or on your behalf and fully comply with
CONDITION 1 as if they were you.
When this CONDITION applies, it will be primary and non-
contributory to the additional insured's own insurance but only if
you and the additional insured have entered into a contract that
contains a provision requiring this.
Whilst additional insureds are indemnified under this Policy, any
claim made by additional insureds against you will be treated by us
as if they were a third party and not as a named insured.
4. The following CONDITION is added:
Notice of cancellation to additional insureds
If we give you notice of cancellation in accordance with the
"Cancellation" CONDITION, we will endeavour to provide the same
notice of cancellation to additional insureds; however, not doing so
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will not place any additional liability upon us.
SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE
POLICY
Authorised Signatory
A-
CFC Underwriting Limited
Policy Number:ES00240469282
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c. the reasons why you believe that this incident could give rise to a claim under this
Policy;
d. the identity of the potential claimant; and
e. an indication as to the size of the claim that could result from this incident.
In respect of INSURING CLAUSES 2,3, 4,5,6 and 9, if you discover a eyber event you may only
incur costs, other than costs incurred to respond to an extortion demand (including any
ransom payment), without our prior written consent within the first 72 hours following the
discovery and any third party costs incurred must be with a company forming part of the
approved claims panel providers. All other costs may only be incurred with the prior written
consent of the claims managers (which will not be unreasonably withheld).
2. Additional insureds
We will indemnify any third party as an additional insured under this Policy, but only in
respect of sums which they become legally obliged to pay (including liability for claimants'
costs and expenses) as a result of a claim arising solely out of an act committed by you,
provided that:
a. you contracted in writing to indemnify the third party for the claim prior to it first
being made against them;and
b. had the claim been made against you,then you would be entitled to indemnity under
this Policy.
Before we indemnify any additional insured they must:
a. prove to us that the claim arose solely out of an act committed by you; and
b. fully comply with CONDITION as if they were you.
Where we indemnify a third party as an additional insured under this Policy,this Policy will be
primary and non-contributory to the third party's own insurance, but only if you and the third
party have entered into a contract that contains a provision requiring this.
Where a third party is treated as an additional insured as a result of this Condition, any claim
made by that third party against you will be treated by us as if they were a third party and not
as an insured.
3. Agreement to pay claims(duty to defend)
We have the right and duty to take control of and conduct in your name the investigation,
settlement or defense of any claim. We will not have any duty to pay costs and expenses for
any part of a claim that is not covered by this Policy.
You may ask the claims managers to consider appointing your own lawyer to defend the
claim on your behalf and the claims managers may grant your request if they consider your
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lawyer is suitably qualified by experience,taking into account the subject matter of the claim,
and the cost to provide a defense.
We will endeavor to settle any claim through negotiation, mediation or some other form of
alternative dispute resolution and will pay on your behalf the amount we agree with the
claimant. If we cannot settle using these means,we will pay the amount which you are found
liable to pay either in court or through arbitration proceedings,subject to the limit of liability.
We will not settle any claim without your consent. If you refuse to provide your consent to a
settlement recommended by us and elect to continue legal proceedings in connection with
the claim, any further costs and expenses incurred will be paid by you and us on a
proportional basis,with 50% payable by us and 50% payable byyou.Asa consequence ofyour
refusal, our liability for the claim, excluding costs and expenses, will not be more than the
amount for which the claim could have been settled.
4. Application warranty
You agree that all statements made by you in the application form, including any renewal
application form, and any supplemental materials you have supplied in support of the
application for insurance, are your agreements and representations to us and the Policy is
issued in reliance upon that information. The misrepresentation or non-disclosure of any
matter by you or your agent will render this Policy null and void and relieve us from all liability
under this Policy.
5. Calculation of business interruption losses
Following an interruption to your business activities covered under INSURING CLAUSE 6
(SECTIONS C, D, E or F only),you must provide us with your calculation of the loss including:
a. how the loss has been calculated and what assumptions have been made;and
b. supporting documents including account statements,sales projections and invoices.
6. Cancellation
This Policy maybe canceled with 30 days written notice by either you or us.
If you give us notice of cancellation, the return premium will be in proportion to the number
of days that the Policy is in effect. However, if you have made a claim under this Policy there
will be no return premium.
If we give you notice of cancellation, the return premium will be in proportion to the number
of days that the Policy is in effect.
We also reserve the right of cancellation in the event that any amount due to us by you
remains unpaid more than 60 days beyond the inception date. If we exercise this right of
cancellation it will take effect from 14 days after the date the written notice of cancellation is
issued.
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The Policy Administration Fee will bed eemed fully earned upon inception oft he Policy.
7. Continuous cover
In respect of INSURING CLAUSES 1 and 7 (SECTION G only), if during the period of a previous
renewal of this Policy you neglected, through error or oversight only, to report to us an
incident that might give rise to a claim, then provided you have maintained uninterrupted
insurance of the same type with us since expiry of the previous renewal of this Policy, we will
permit the incident to be reported to us under this policy and we will indemnify you under
this Policy in respect of any claim that arises out of the incident, provided:
a, the indemnity will be subject to the applicable limit of liability of the previous renewal
of this Policy under which the incident should have been reported to us or the
applicable limit of liability,whichever is the lower;
b, we may reduce the indemnity entitlement by the monetary equivalent of any
prejudice which has been suffered as a result of the delayed notification;and
c. the indemnity will be subject to all other terms and conditions of this Policy.
We requireyou to provide full details of the incident, including but not limited to:
a. the time, place and nature of the incident;
b. the manner in which you first became aware of this incident;
c. reasons whyyou believe that this incident could give rise to a claim;
d. the identity of the potential claimant; and
e. an indication as to the size of the claim that could result from this incident.
For the avoidance of doubt, this Condition only applies to incidents that might give rise to a
claim.
8. Cross liability and severability
In respect of INSURING CLAUSE 7 only, where there is more than one entity insured under
this Policy, and subject to the limit of liability, any claim made by one insured entity against
another insured entity will be treated as if they are a third party and knowledge possessed by
one insured entity will not be imputed to any other insured entity.
9. Dispute resolution
All disputes or differences between you and us will be referred to mediation or arbitration and
will take place in the country of registration of the company named as the insured in the
Declarations page.
In respect of any arbitration proceeding we will follow the applicable rules of the arbitration
association in the country where the company stated as the insured in the Declarations page
is registered, the rules of which are deemed incorporated into this Policy by reference to this
Condition. Unless the applicable arbitration association rules state otherwise, a singae
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arbitrator will be appointed who will be mutually agreed between you and us. If you and we
cannot agree on a suitable appointment then we will refer the appointment to the applicable
arbitration association.
Each party will bear its own fees and costs in connection with any mediation or arbitration
proceeding but the fees and expenses of the arbitrator will be shared equally between you
and us unless the arbitration award provides otherwise.
Nothing in this Condition is intended to remove your rights under CONDITION 22. However, if
a determination is made in any mediation or arbitration proceeding, CONDITION 22 is
intended only as an aid to enforce this determination.
10. fraudulent claims
If it is determined by final adjudication, arbitral tribunal or written admission by you,that you
notified us of any claim knowing it to be false or fraudulent in any way, we will have no
responsibility to pay that claim, we may recover from you any sums paid in respect of that
claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If
we exercise this right, we will not be liable to return any premium to you. However, this will
not affect any non-fraudulent claim under this Policy which has been previously notified to us.
11. Extended reporting period
An extended reporting period of 60 days following the expiry date will be automatically
granted at no additional premium. This extended reporting period will cover, subject to all
other terms,conditions and exclusions of this Policy:
a. in respect of INSURING CLAUSES 1 and 7 (SECTION G only), any claim first made
against you during the period of the policy and reported to us during this extended
reporting period;
b. in respect of INSURING CLAUSES 2,3,4,S,6 and 9, any cyber event, loss,operator error
or system failure first discovered byyou during the period of the policy and reported to
us during this extended reporting period;and
c. any circumstance that a senior executive officer became aware of during the period of
the policy and reports to us during this extended reporting period.
No claim will be accepted by us in this 60 day extended reporting period if you are entitled to
indemnity under any other insurance, or would be entitled to indemnity under such
insurance if its limit of liability was not exhausted.
12. Optional extended reporting period
If we or you decline to renew or cancel this Policy then you will have the right to have issued
an endorsement providing an optional extended reporting period for the duration stated in
the Declarations page which will be effective from the cancellation or non-renewal date.
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This optional extended reporting period will cover, subject to all other terms, conditions and
exclusions of this Policy:
a. in respect of INSURING CLAUSES 1 and 7 (SECTION G only), any claim first made
against you and reported to us during this optional extended reporting period,
provided that the claim arises out of any act, error or omission committed prior to the
date of cancellation or non-renewal;and
b. in respect of INSURING CLAUSES 2,3,4,5,5 and 9, any cyber event, loss,operator error
or system failure first discovered by you during this optional extended reporting
period, provided that the cyber event, loss, operator error or system failure first
occurred during the period of the policy.
If you would like to purchase the optional extended reporting period you must notify us and
pay us the optional extended reporting period premium stated in the Declarations page
within 30 days of cancellation or non-renewal.
The right to the optional extended reporting period will not be available to you where
cancellation or non-renewal by us is due to non-payment of the premium or your failure to
pay any amounts in excess of the applicable limit of liability or within the amount of the
applicable deductible as is required by this Policy in the payment of claims.
At the renewal of this Policy, our quotation of different premium, deductible, limits of liability
or changes in policy language will not constitute non-renewal by us.
13. Maintenance of employee automobile liability insurance
It is a condition precedent to indemnity under INSURING CLAUSE 7 (SECTIONS H and I only)
that all employees who operate an automobile in the course of your business activities will
maintain in full force and effect for the period of the policy primary automobile liability
insurance in an amount equal to, or greater than, the minimum primary automobile liability
limits required in the state of registration of the automobile. If you make a claim under
INSURING CLAUSE 7 (SECTIONS H and I only) and the employee has failed to meet these
requirements then this Policy will only respond to provide excess coverage as though the
requirements had been met,wherebyyou agree to pay all sums within and up to the required
minimum limit.
14. Mergers and acquisitions
If you acquire an entity during the period of the policy whose annual revenue does not exceed
20% of the company's annual revenue, as stated in its most recent annual financial
statements, cover is automatically extended under this Policy to include the entity as a
subsidiary.
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If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of
the company's annual revenue,as stated in its most recent annual financial statements, cover
is automatically extended under this Policy to include the entity as a subsidiary for 45 days.
We will consider providing cover for the acquired entity after the period of 45 days if:
a. you give us full details of the entity within 45 days of its acquisition;and
b. you accept any amendment to the terms and conditions of this Policy and agree to
pay any additional premium required by us.
In the event you do not comply with a.and b. above,cover will automatically terminate for the
entity 45 days after the date of its acquisition.
If we agree to cover the acquired entity we will issue a mergers and acquisitions endorsement
noting the acquired entity has cover under this Policy. If no endorsement is issued cover will
automatically terminate for the entity 45 days after the date of its acquisition
Cover for any acquired entity is only provided under this Policy for any act, error or omission
committed or alleged to have been committed on or after the date of its acquisition.
No cover will be automatically provided under this Policy for any acquired entity:
a. whose business activities are materially different from your business activities;
b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation
in the 3 year period prior to its acquisition;or
c. that has experienced a cyber event in the 3 years period prior to its acquisition, if you
have purchased INSURING CLAUSES 2, 3, 4, 5, 6 or 9 and the cyber event cost more
than the highest deductible of INSURING CLAUSES 2,3,4,5,6 or 9.
15. Run-off cover
In the event you consolidate, merge with or are acquired by another entity during the period
of the policy,then cover under this Policy will continue to apply but only in respect of any act,
error or omission committed or alleged to have been committed prior to the effective date of
the consolidation, merger or acquisition.
16. Newsubsidiaries
If you create an entity during the period of the policy cover is automatically extended under
this Policy to include the entity as a subsidiary for 45 days.
We will consider providing cover for the created entity after the period of 45 days if:
a. you give us full details of the entity within 45 days of its creation;and
b. you accept any amendment to the terms and conditions of this Policy and agree to
pay any additional premium required by us.
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In the event you do not comply with a.and b.above, cover will automatically terminate forth e
entity 45 days after the date of its creation.
Cover for any created entity is only provided under this Policy for any act, error or omission
committed or alleged to have been committed on or after the date of its creation.
No cover will be automatically provided under this Policy for any created entity whose
business activities are materially different from your business activities.
17. Our rights of recovery
If we make any payment under this Policy and you have any right of recovery against a third
party in respect of this payment, then we will maintain this right of recovery. You will do
whatever is reasonably necessary to secure this right and will not do anything after the event
which gave rise to the claim to prejudice this right.
We will not exercise any rights of recovery against any employee, unless this is in respect of
any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal
or written admission by the employee.
Any recoveries will be applied as follows:
a. towards any recovery expenses incurred by us;
b. then to us up to the amount of our payment under this Policy, including costs and
expenses;
c. then to you as recovery of your deductible.
18. Prior subsidiaries
Should an entity cease to be a subsidiary after the inception date, cover in respect of the
entity will continue as if it was still a subsidiary during the period of the policy, but only in
respect of an act, error, omission or event occurring prior to the date that it ceased to be a
subsidiary.
19. Process for paying privacy breach notification costs
Any privacy breach notification transmitted by you or on your behalf must be done with our
prior written consent. We will ensure that notification is compliant with any legal or
regulatory requirements and contractual obligations and transmitted using the most cost
effective means permissible under the governing law. No offer must be made for financial
incentives, gifts, coupons, credits or services unless with our prior written consent which will
only be provided if the offer is commensurate with the risk of harm.
We will not be liable for any portion of the costs you incur under INSURING CLAUSE 3
(SECTION E only) that exceed the costs that you would have incurred had you gained our
prior written consent. In the absence of our prior written consent we will only be liable to pay
9 CfC
you the equivalent cost of a notification made using the most cost effective means
permissible under the governing law.
If a senior executive officer becomes aware that a client has suffered a privacy breach,you and
we agree that you will:
a. endeavor as much as is reasonably practicable that any privacy breach notification
transmitted by or on behalf of your client is compliant with any legal or regulatory
requirements and contractual obligations and transmitted using the most cost
effective means permissible under the governing law;and
b, fully comply with CONDITION 1.
20. Waiver of subrogation
Notwithstanding CONDITION 17, we agree to waive our rights of recovery against any third
party if, prior to the claim or incident which you reasonably expected to give rise to a claim,
you entered into a contract that contains a provision requiring you to do this.
21. Sanctions suspension
It is a condition under this Policy that the provision of cover,the payment of any claim and the
provision of any benefit will be suspended, to the extent that the provision of the cover,
payment of the claim or provision of the benefit would expose us to any sanction, prohibition
or restriction under the United Nations resolutions or the trade or economic sanctions, laws or
regulations of Australia, Canada, the European Union, United Kingdom or United States of
America.The suspension will continue until such time we would no longer be exposed to the
sanction, prohibition or restriction.
22. Choice of law,jurisdiction and service of suit
In the event of a dispute between you and us regarding this Policy, the dispute will be
governed by the laws of the State of the United States of America shown as the choice of law
stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a
court of competent jurisdiction within the United States of America.
Nothing in this Condition constitutes or should be understood to constitute a waiver of our
rights to commence an action in any court of competent jurisdiction in the United States of
America, to move an action to a United States District Court, or to seek a transfer of a case to
another court as permitted by the laws of the United States of America or the laws of any
State of the United States of America.
It is further agreed that service of process in such suit may be made upon the representative
stated in the Declarations page and that in any suit instituted against us,we will abide by the
final decision of such court or of any appellate court in the event of an appeal. The
representative stated in the Declarations page is authorized and directed to accept service of
I
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF OUR RIGHT TO RECOVER FROM
OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 76 WEG SE9VJW Endorsement Number: 004
Effective Date: 10/23125 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: Pryme Infil Inc
853 COTTING CT STE D
VACAVILLE CA 96688
We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our
right against the person or organization named in the Schedule. (This agreement applies only to the extent that you
perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 5%of the California workers' compensation premium otherwise due
on such remuneration.
SCHEDULE
Iverson or Organization Job Description
The City of Santa Ana (its City Council, Officers, 3
Employees,Agents, and Volunteers), 20 CIVIC CENTER
PLZ,SANTA ANA,CA,92701
Countersigned by �
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.
Process Date. 10123126 Policy Expiration Date:03/01/26
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