HomeMy WebLinkAboutPermitium, LLC - User License Agreement for Online Weapons Permit Application - 06.30.23USER LICENSE AGREEMENT FOR ONLINE WEAPONS PERMIT APPLICATION
This user license agreement for an online weapons permit application (the "User License
Agreement") is made and entered into this ,� day of , by and between the City of
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Fresno Police Department (the "CLIENT") and Permitium, LLC ("Permitium"), a corporation in
good standing authorized to do business in the State of North Carolina with its principal place of
business at 10617 Southern Loop Blvd. Pineville, NC 28134.
For and in consideration of the mutual promises set forth in the User License Agreement, the
adequacy of which is hereby expressly acknowledged, the parties do mutually agree as follows:
1. Basic Obligations of Permitium. Permitium hereby agrees to provide the services
described in the attached Statement of Work (attached hereto as Exhibit 1) in accordance
with the terms and conditions of this User License Agreement as requested in writing by
the CLIENT.
2. Basic Obligations of the CLIENT. For any services requested in writing by the
CLIENT, the CLIENT agrees to compensate Permitium at the rates set forth in the
attached Statement of Work (Exhibit 1).
3. Term. Contract will be effective from July 1, 2023, to .Tune 30, 2024. This
Agreement shall be automatically renewed for successive one (1) year terms unless
either Parry provides the other Party with sixty (60) days prior written notice to the end
of the Initial Term or the Renewal Term.
4. Fee Collection and Payment. Permitium will collect online payments and agrees to
deliver the CLIENT a monthly statement by the 25th of each month which will itemized
for every transaction submitted the previous month along with a check or ACH for the
total amount collected less credit card fees listed on Exhibit 1.
Termination for Cause. At any time after 30 days of the software deployment, the
CLIENT may terminate this User License Agreement immediately and without prior
notice if Permitium is unable to meet goals and timetables or if the CLIENT is
dissatisfied with the quality of services provided.
6. Insurance. Permitium agrees to maintain a minimum of $6,000,000 in general liability,
$5,000,000 in cyber liability, and other appropriate insurance, as well as Workers
Compensation in the required statutory amount, for all employees participating in the
provision of services under this User License Agreement. Certificates of such insurance
shall be furnished by the Permitium to the CLIENT and shall contain the provision that
the CLIENT is given ten (10) days' written notice of any intent to cancel or terminate by
either the Permitium or the insuring company. Failure to furnish such insurance
(b) If at any time during the life of the Agreement or any extension, Permitium or
any of its subcontractors fail to maintain any required insurance in full force and effect,
all services and work under this Agreement shall be discontinued immediately, and
all payments due or that become due to Permitium shall be withheld until notice is
received by Client that the required insurance has been restored to full force and effect
and that the premiums therefore have been paid for a period satisfactory to Client.
Any failure to maintain the required insurance shall be sufficient cause for Client to
terminate this Agreement. No action taken by Client pursuant to this section shall in
any way relieve Permitium of its responsibilities under this Agreement. The phrase
"fail to maintain any required insurance" shall include, without limitation, notification
received by Client that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Permitium shall not be deemed to
release or diminish the liability of Permitium, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify Client
shall apply to all claims and liability regardless of whether any insurance policies
are applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Permitium. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the
liability of Permitium, vendors, suppliers, invitees, contractors, sub -contractors,
subcontractors, or anyone employed directly or indirectly by any of them.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage
for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned and
non owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
CLIENT, its officers, officials, employees, agents and volunteers are to be
listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Technology Liability (Errors and Omissions) insurance appropriate to
PERMITIUM'S profession. Coverage shall be sufficiently broad to respond to
duties and obligations as is undertaken by PERMITIUM in this agreement
and shall include but not be limited to, claims involving infringement of
intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private
information, alteration of electronic information, extortion and network
security. The policy shall provide coverage for breach response costs as well
as regulatory fines penalties and credit monitoring expenses with limits
sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
PERMITIUM, or any party PERMITIUM subcontracts with, shall maintain limits of liability
of not less than those set forth below. However, insurance limits available to CLIENT, its
officers, officials, employees, agents, and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
i. $6,000,000 per occurrence for bodily injury and property damage;
ii. $6,000,000 per occurrence for personal and advertising injury;
iii. $6,000,000 aggregate for products and completed operations;
and,
iv. $6,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS, COMPENSATION INSURANCE as required by the State of California
with statutory limits.
4. EMPLOYER'S LIABILITY:
i. $1.000,000 each accident for bodily injury;
ii. $1,000,000 disease each employee; and,
iii. $1,000,000 disease policy limit
5. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than:
i. $5,000,000 per claim/occurrence; and,
ii. $5,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event PERMITIUM purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory
basis for the benefit of the CLIENT, its officers, officials, employees, agents, and
volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
PERMITIUM shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and PERMITIUM shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the CLIENT'S Risk
Manager or designee. At the option of the CLIENT'S Risk Manager or designee, either:
i. The insurer shall reduce or eliminate such deductibles or
self -insured retentions as respects CLIENT, its officers, officials,
employees, agents, and volunteers; or
ii. PERMITIUM shall provide a financial guarantee, satisfactory to
CLIENT'S Risk Manager or designee, guaranteeing payment of
losses and related investigations, claim administration and
defense expenses. At no time shall CLIENT be responsible for
the payment of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liabilit insurance policies are to contain, or be
endorsed to contain, the following provisions:
CLIENT, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. PERMITIUM shall establish additional
insured status for the CLIENT and for all ongoing and completed operations
by use of ISO Form CG 20 10 11 85 or both CG 20 10 10 01
and CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained
in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CLIENT, its officers, officials, employees, agents, and
volunteers. Any available insurance proceeds in excess of the specified
minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, PERMITIUM'S insurance
coverage shall be primary insurance with respect to the CLIENT, its officers,
officials, employees, agents, and volunteers. Any insurance or self insurance
maintained by the CLIENT, its officers, officials, employees, agents, and
volunteers shall be excess of PERMITIUM'S insurance and shall not
contribute with it. PERMITIUM shall establish primary and non contributory
status by using ISO Form CG 20 01 04 13 or by an executed manuscript
insurance company endorsement that provides primary and non-contributory
status as broad as that contained in ISO Form CG 20 01 04 13.
The Workers, Compensation insurance polic is to contain, or be endorsed to contain, the
following provision: PERMITIUM and its insurer shall waive any right of subrogation
against CLIENT, its officers, officials, employees, agents, and volunteers.
If the TechnoLogV and Professional Liability insurance olio ies are written on a claims
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by PERMITIUM.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or
termination of the Agreement, whichever occurs first, or, in the alternative,
the policy shall be endorsed to provide not less than a five (5) year
discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date
of the Agreement or the commencement of work by PERMITIUM,
PERMITIUM must purchase "extended reporting" coverage for a minimum
of five (5) years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CLIENT
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
Allpolicies of insurance required herein shall be endorsed to provide that the coverage
shall not be canceled, non -renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice by certified mail, return receipt requested, has been given
to CLIENT. PERMITIUM is also responsible for providing written notice to the CLIENT
under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a
notice of cancellation, non -renewal, or reduction in coverage or in limits, PERMITIUM shall
furnish CLIENT with a new certificate and applicable endorsements for such policy(ies). In
the event any policy is due to expire during the work to be performed for CLIENT,
PERMITIUM shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen (15) calendar days prior to the expiration date
of the expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for
the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by PERMITIUM shall not be deemed to release or
diminish the liability of PERMITIUM, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by PERMITIUM. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
PERMITIUM, its principals, officers, agents, employees, persons under the supervision of
PERMITIUM, vendors, suppliers, invitees, consultants, sub -contractors, or anyone
employed directly or indirectly by any of them.
SUBCONTRACTORS - If PERMITIUM subcontracts any or all of the services to be
performed under this Agreement, PERMITIUM shall require, at the discretion of the
CLIENT Risk Manager or designee, subcontractor(s) to enter into a separate Side
Agreement with the CLIENT to provide required indemnification and insurance protection.
Any required Side Agreement(s) and associated insurance documents for the
subcontractor must be reviewed and preapproved by CLIENT Risk Manager or designee.
If no Side Agreement is required, PERMITIUM will be solely responsible for ensuring that
it's subcontractor maintain insurance coverage at levels no less than those required by
applicable law and is customary in the relevant industry.
VERIFICATION OF COVERAGE PERMITIUM shall furnish CLIENT with all certificate(s)
and applicable endorsements effecting coverage required hereunder. All certificates and
applicable endorsements are to be received and approved by the CLIENT'S Risk
Manager or designee prior to CLIENT'S execution of the Agreement and before work
commences. All non -ISO endorsements amending policy coverage shall be executed by
a licensed and authorized agent or broker. Upon request of CLIENT, PERMITIUM shall
immediately furnish CLIENT with a complete copy of any insurance policy required under
this Agreement, including all endorsements, with said copy certified by the underwriter to
be a true and correct copy of the original policy. This requirement shall survive expiration
or termination of this Agreement.
6. Taxes. Permitium shall pay all federal, state and FICA taxes for all of its employees
participating in the provision of services under this User License Agreement
7. Monitoring and Auditing. Permitium shall cooperate with the CLIENT, or with any
other person or agency acting at the direction of the CLIENT, in their efforts to
monitor, audit, or investigate activities related to this User License Agreement.
Permitium shall provide any auditors retained by the CLIENT with access to any
records and files related to the provision of services under this User License
Agreement upon reasonable notice. The CLIENT agrees that its auditors will
maintain the confidentiality of any trade secrets of Permitium that may be accessed
during an audit conducted under this User License Agreement.
8. Confidentiality Information. Permitium agrees that all records, data, personnel
records, and/or other confidential information that come within Permitium,
possession in the course of providing services to the CLIENT under this User
License Agreement (hereinafter, "Confidential Information") shall be subject to the
confidentiality and disclosure provisions of all applicable federal and state statutes
and regulations, as well as any relevant policies of the CLIENT. All data and/or
records provided by the CLIENT to Permitium shall be presumed to be Confidential
Information subject to the terms of this section unless the CLIENT specifically
indicates in writing that the requirements of this section do not apply to a particular
document or group of documents.
Permitium agrees to receive and hold Confidential Information, whether transmitted
orally, in writing or in any other form, and whether prepared by a party or its
Representatives, in strict confidence, and to use the Confidential Information solely
for the purpose of facilitating CLIENT's use of Permitium' products and services.
Except as essential to Permitium' obligations to CLIENT, Permitium shall not copy
any of the Confidential Information, nor shall Permitium remove any Confidential
Information or proprietary property or documents from CLIENT premises without
written authorization of the CLIENT. Permitium acknowledges its understanding that
any unauthorized disclosure of Confidential Information may result in penalties and
other damages.
9. Security. Permitium represents and warrants that all documents and information
provided to Permitium by or behalf of the CLIENT, including but not limited to
Confidential Records, shall be stored and maintained by Permitium with the utmost
care and in conformity with standards generally accepted in Permitium' industry for
the types of records being stored and maintained. Permitium further represents and
warrants that any online access to the CLIENT's records authorized persons
pursuant to this User License Agreement shall be safe, secure, and password
protected and provided with the utmost care and in conformity with standards
generally accepted in Permitium' industry for the types of records being stored and
maintained, and that no person shall be permitted to
obtain unauthorized access to any of the CLIENT'S records. Without limiting the
foregoing, Permitium specifically warrants that:
9.1. All servers, computers, and computer equipment used to provide services
pursuant to this User License Agreement shall be maintained in good
working order in compliance with generally accepted industry standards in
light of the confidential nature of the documents in question and shall be
located in a safe, controlled, and environmentally stable environment
(including moisture and temperature controls) and adequately protected
against fires, hurricanes, flooding, or similar occurrences;
9.2: Facilities where services are provided shall be secure and access shall be
limited to employees trained in security protocols with a legitimate business
need to access such facilities (with access removed immediately upon
termination of employment) and shall be protected from unauthorized access
by commercially reasonable security systems;
9.3. All websites, FTPs, and any other online electronic system used to provide
services pursuant to this User License Agreement shall be protected from
security breaches by commercially reasonable firewalls and other intrusion
detections systems and antivirus software, which shall be kept updated at
all times. Access shall be limited to those agents and employees of Permitium
assigned to the project and any individuals identified in writing by the CLIENT
or CLIENT's Designee as authorized to obtain access.
9.4. Permitium have technical controls in place that ensure the security,
availability and confidentiality of CLIENT data.
9.5. All information provided to Permitium pursuant to this User License
Agreement shall be encrypted while in transit over an open network.
10. Standard of Care. Notwithstanding anything in this User License Agreement to the
contrary, Permitium represents and warrants that the services provided by
Permitium shall be performed by qualified and skilled individuals in a timely and
professional manner with the utmost care and in conformity with standards
generally accepted in Permitium' industry .for the types of services and records
governed by this User License Agreement.
11. Indemnification.
To the furthest extent allowed by law, PERMITIUM shall defend, indemnify and
hold harmless Client from and against any and all direct and indirect claims,
losses, liabilities, damages, costs and expenses (including including losses and
costs incurred by Client, and any reasonable attorney's fees and costs) which
arise from PERMITIUM's negligence or willful misconduct; a breach of
PERMITIUM's confidentiality (information not of public record) obligations arising
from PERMITIUM's negligence or willful misconduct; or PERMITIUM's violation of
a law applicable to PERMITIUM's performance under the contract. Client will
notify PERMITIUM promptly in writing of the claim and give PERMITIUM control
over its defense or settlement with Client's approval, reasonable approval will not
be withheld_ Client agrees to provide PERMITIUM with reasonable assistance,
cooperation, and information in defending the claim at PERMITIUM's expense.
If PERMITIUM subcontracts all or any portion of the services to be
performed under this Agreement, PERMITIUM will require each
subcontractor to indemnify, hold harmless and defend Client and your
officers, officials, employees, agents and volunteers in accordance with
this paragraph.
This section shall survive termination or expiration of this Agreement.
12. Accessibility. It is the policy of the City of Fresno that all City services, programs,
meetings, activities and facilities shall be accessible to all persons, and shall comply
with the provisions of the Americans With Disabilities Act and Title 24, California
Code of Regulations. To the extent this Contract shall call for Contractor to provide
County contracted services directly to the public, Contractor's SaaS software in
conjunction with County provided on -premise support of in person processing, shall
make said services accessible to all persons.
13. Relationship of Parties. Permitium shall be an independent User License
Agreement of the CLIENT, and nothing herein shall be construed as creating a
partnership or joint venture; nor shall any employee of Permitium be construed as
an employee, agent or principal of the CLIENT.
14. Compliance with Applicable Laws. Permitium shall comply with all applicable laws
and regulations in providing services under this User License Agreement. Without
limiting the foregoing, Permitium specifically represents that it is aware of, and in
compliance with, the Immigration Reform and Control Act and that it will collect
properly verified 1-9 forms from each employee providing services under this User
License Agreement. Permitium shall not employ any individuals to provide services
to the CLIENT who are not authorized by federal law to work in the United States.
15. Applicable CLIENT Policies. Permitium specifically acknowledges that it will
comply with all applicable CLIENT policies, all of which are publicly available on the
CLIENT'S website.
16. Assignment. Neither party may transfer, assign, or delegate any rights, duties,
interest, or obligations under this Contract to any other person or entity without the
other party's prior written consent. Notwithstanding the foregoing, Permitium may
(without the CLIENT'S consent) assign this agreement and all of its rights, duties,
interests and obligations hereunder to any entity into which it merges, has a change
in control representing a conveyance of more than 50% of its ownership interests,
or to which it sells all or substantially all of its assets. Permitium agrees to notify the
client in writing, within 10 business days of any assignment. Should Permitium notify
CLIENT of its intent to assign all or part of this agreement, CLIENT shall have 10
business days to terminate the agreement.
17. User License Agreement Modifications. This User License Agreement may be
amended only by written amendments duly executed by and between the CLIENT
and Permitium.
18. California Law. California law will govern the interpretation and construction of the
User License Agreement. Any litigation arising out of this User License Agreement
shall be filed, if at all, in a court or administrative tribunal located in the State of
California, County of Fresno.
19. Entire Agreement. This User License Agreement constitutes and expresses the
entire agreement and understanding between the parties concerning the subject
matter of this User License Agreement and supersedes all prior and
contemporaneous discussions, promises, representations, agreements and
understandings relative to the subject matter of this User License Agreement.
20. Severability. If any provision of this User License Agreement shall be declared
invalid or unenforceable, the remainder of the User License Agreement shall
continue in full force and effect.
21. Notices. Any notice or other communication provided for herein as given to a party
hereto shall be in writing, shall refer to this Agreement by parties and date, and shall
be delivered by registered mail, return receipt required, postage prepaid to the
person listed below or his successor.
If to: Permitium
Permitium, LLC.,
10617 Southern Loop Blvd.
Pineville, NC 28134
Attn: Matt Solomon
If to CLIENT:
City of Fresno Police Department
Attn: CCW Unit
2600 Fresno Street
Fresno, CA 93721
22. Authority of Signatories. The persons executing this User License Agreement
hereby represent and warrant that they have full authority and representative
capacity to execute the User License Agreement in the capacities indicated below
and this User License Agreement constitutes the binding obligation of the parties on
whose behalf they signed.
[SIGNATURES FOLLOW ON THE NEXT PAGE ]
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day
and year indicated above.
CITY OF FRESNO
a Californi .. al cor ration
By:
Pac galderrama
Chi of Police
PERMITIUM, LLC.,
A corporation
By:
Name: Chris Perez
APPROVED AS TO FORM Title
ANDREW JANZ
City A ney
� K3
By: By.
ie L. Kalebjian Date
eputy City Attorney Name
VP of Sales
(if corporation or LLC, Board Chair, Pres.
or Vice Pres.)
ATTEST: Title:
TODD STERMER, CMC (if corporation or LLC, CFO, Treasurer,
City
//Clerk Secretary or Assistant Secretary)
Y
Date l
Deputy
Authorized Representative
Attachment:
Exhibit 1 Statement of Work
STATEMENT OF WORK - EXHIBIT 1
Implementation Plan
• Configure the initial instance of the new Permitium solution based on the Sheriffs current
pistol permit process and Permitium' s demonstration site
• Refine the new Permitium solution through an iterative process based on input received
from the Sheriffs staff during the testing phase
• Test the Permitium solution, revise as needed and prepare it for production
■ Provide training for the Sheriff s staff as needed
■ Provide ongoing support, hosting and management of the Permitium Solution
Implementation Team
Permitium Support Team 855-712-PERM
COUNTY Executive Sponsor
Project Manager
Data and Security
All data collected in the Sheriff's instance of PermitDirector is the property of the COUNTY.
Permitium does not own and will not distribute data without the written consent of the
COUNTY. All passwords placed within the system are encrypted and not accessible by the
Permitium staff.
Cost of Service
Cost for PermitDirector software, implementation services or support — Permitium will charge
_X_$5.00 passed on as a convenience fee back to the applicant for each application submitted.
_X_ Concealed Weapon Applications
Credit card company fees are passed through to the applicant by Permitium based on our contract
rate. The current rate is $0.30 plus 3.3% per transaction.
Permitium will charge our convenience fees and applicable credit card fees for all orders
processed through Permitium regardless of if payment is received and/or the method of payment.
A minimum of $350 per month must be maintained in convenience fees collected. If less than
$350 per month is collected through the collection of convenience fees, the difference will be
deducted from the CLIENT'S monthly payment.
Any needed Digital Conversion Services by the Client performed by Permitium will be available
anytime under this agreement utilizing an existing cooperative purchasing program called the
Charlotte Cooperative Purchasing Agreement (CCPA). The CCPA coop government rates can be
found at www.charlottealliance.org