HomeMy WebLinkAboutPRYMEINFIL (2) INSURANCE NOT ON FILE N-2025-029
WORK MAY NOT PROCEED O P R Y M E INFIL
CITY CLERK
DATE: FEB 1 8 2025 Live-User Agreement and Official Quote
. 'b `> '"'�SUMMARY OF TERMS:
(00Ao,N S o re^S.A)
Date of Purchase ("Commencement Official Quote#: 10-2024
Date"): December 15, 2024
Customer/Entity("Customer"): Service/Support Contact: Mathew Sorenson
Santa Ana Police Department I 60 Civic I msorenson(@,santa-ana.org 1562-528-6558
Center Plaza, Santa Ana, CA 92701
Brackets of Authorized Users ("Users"): Billing Contact: Mathew Sorenson
<25 msorenson@santa-ana.org santa-ana.org 1562-528-6558
_<50
X<75
_< 100
< 125
< 150
< 175
_
<200
ETC.
Term: One (1) calendar year from the Payment Schedule: Annual User Fees
Commencement Date (12/15/24— 12/15/25) 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 on an annual basis (if
applicable). 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 (ii) a capped a in bycredit card
annual technology increase (see Payment paying g
Terms below for further details): Check payable to:
(b) Total Due on Commencement Date PRYME INFIL
("Initial Fee"): US $22,500 853 Lotting Ct, Suite# D
Vacaville, CA 95688
*See corresponding Official Quote
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�� PRYME INFIL
Live-User Agreement and Official Quote
This Live-User (License) Agreement and Official Quote ("Agreement") sets forth the
terms and conditions under which Customer(as identified in Summary of Terms)may obtain from
Pryme Infil, a Nevada 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
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;
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Live-User Agreement and Official Quote
(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 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 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 feature 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.
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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. Invoices are
due upon receipt subject to a thirty (30) day grace period. If payment is not received by Pryme
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 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. 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).
(d) Automatic Renewal.Not applicable to this agreement.
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 Terms begins (pertaining to a multi-year term or automatic renewal). If Customer gives
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timely notice of termination as set forth in the sentence above, Customer will not be required to
pay the annual User Fee, 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
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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 1NFIL 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.
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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
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.
17. Insurance. Pryme Infil shall procure and maintain for the duration of the contract
insurance against claims for security breaches, system failures, injuries to persons, damages to
software, and damages to property (including computer equipment), theft, or other misuse of
Customer's data, infringement of intellectual property, invasion of privacy and breach of data,
which may arise from or in connection with the performance of the work hereunder by Pryme Infil,
its agents, representatives, or employees.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate
to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per
occurrence and $2,000,000 aggregate. 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 business interruption, damage to or
destruction of electronic information, and alteration of electronic information. The policy
shall provide coverage for Pryme Infil's failure to provide professional services and/or
products under this Agreement. The Policy shall include, or be endorsed to include, damage
to, alteration of, loss of, or destruction of electronic data and/or information"property" of
Customer in the care, custody, or control of Pryme Infil.
2. Workers' Compensation: as required by the State of California, with statutory limits, and
Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy,
employee, for bodily injury or disease.
If Pryme Infil maintains broader coverage and/or higher limits than the minimums shown
above for any line of coverage, Customer requires and shall be entitled to the broader
coverage and/or the higher limits maintained by Pryme Infil. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to Customer.
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3. Other Insurance Provisions: The above required insurance policies are to contain or be
endorsed to contain the following provisions:
a. City of Santa Ana, its City Council, its officers, officials, employees, agents, and
volunteers are to be added as additional insureds, under Pryme Infil's E&O policy,
with respect to any liability arising out of work or operations performed by or on
behalf of Pryme Infil including materials,parts, equipment, and personnel furnished
in connection with such work or operations.
b. Pryme Infil's Insurance companies agree to waive all rights of subrogation against
City of Santa Ana, its City Council, its officers, officials, employees, agents, and
volunteers for losses paid under the terms of any policy which arise from work
performed by Pryme Infil under this Agreement
c. For any claims related to this contract, Pryme Infil's insurance coverage shall be
primary and any insurance maintained by City of Santa Ana, its City Council, its
officers, officials, employees, agents, or volunteers shall not contribute with it.
d. A severability of interest provision must apply for all the additional insureds,
ensuring that Pryme Infil's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the insurer's limits
of liability.
e. Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given
to City. Ten (10) days prior written notice shall be provided to City for policy
cancellation or non-renewal due to non-payment of premium.
£ Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa
Ana,Attention: Mathew Sorenson, 160 Civic Center Plaza, M-18, Santa Ana, CA
92701. The name and location of project must be included in the Description of
Operations section of each certificate.
4. Self-Lisured Retentions: Self-insured retentions must be declared to and approved by
Customer. Customer may require Pryme Infil to provide proof of ability to pay losses and
related investigations, claim administration, and defense expenses within the retention.
5. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct
business in the state of California with a current A.M. Best rating of no less than A-:VII,
unless otherwise acceptable to Customer.
6. Claims Made Policies: If any of the required policies provide coverage on a claims-made
basis:
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a. The retroactive date must be shown and must be before the date of the contract.
b. Insurance must be maintained and evidence of insurance must be provided for at
least three (3)years after completion of work.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a retroactive date prior to the contract effective date, Pryme Infil
must purchase "extended reporting" coverage for a minimum of three (3)years after
completion of work.
7. Verification of Coverage: Pryme Infil shall furnish Customer with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable
policy language effecting coverage required by this clause). Failure to obtain the required
documents prior to the work beginning shall not waive Pryme Infil's obligation to provide
them. Customer reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any time.
8. Subcontractors: Pryme Infil shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein.
9. 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.
10. Failure to Maintain Insurance Coverage: If Pryme Infil, for any reason,fails to maintain
insurance coverage, which is required pursuant to this Agreement, for the entire term of this
contract, the same shall be deemed a material breach of Agreement. Customer, at its sole
option, may terminate this Agreement at any time and obtain damages from Pryme Infil
resulting from said breach.
Signature Page to Follow
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Live-User Agreement and Official Quote
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: \IL• % By: f�
Name: ROBERT RODRIGUEZ Name: Jarred Pereira
Title: Chief of Police Title: President / CEO
Entity: City of Santa Ana Date: 01/.30/1025
Date:
ATTEST: CITY OF SANTA
a s•x
orb
IFE HA L `' 71V ALVARO NUNEZ
City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
(r1 H
By: PNl/
44
TAMARA BOGOSIAN
Senior Assistant City Attorney
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