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HomeMy WebLinkAboutP-22-444 Permitium LLC.pdf Agreement: P-22-444 Page 1 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 USER LICENSE AGREEMENT FOR AN ONLINE VITAL RECORDS REQUEST APPLICATION This user license agreement for an online vital records request application(the "User License Agreement") is made and entered into this 30th day of September, by and between the Fresno County Department of Public Health(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 September 30, 2022. The term of this Agreement shall be for a period of three (3)years. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods upon written approval of both parties no later than the last day of the current term unless either Party provides the other Party with sixty (60) days prior written notice to the end of the Initial Term or the Renewal Term. 4. Compensation: CLIENT customers will bear all cost associated with the transaction of vital records as set forth in Exhibit 1.CLIENT may choose to pay for customer's surcharges and shall not exceed Five Thousand Dollars($5,000)during the full term of the Agreement. 5. 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. 6. 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. 7. 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 1 Agreement: P-22-444 Page 2 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 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 certificates or maintain such insurance shall be deemed a material breach and grounds for immediate termination of this User License Agreement. All Permitium liabilities as defined within this User License Agreement will be capped at the greater of the compensation received by Permitium, or the above stated insurance liability policy limits. CLIENT is an additional insured entity on all foregoing policies. 8. 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. 9. 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. 10. 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. 11. Security. Permitium represents and warrants that all documents and information provided to Permitium by or behalf of the CLIENT, including but not limited to 2 Agreement: P-22-444 Page 3 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 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: 11.1. 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; 11.2. 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; 11.3. 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. 11.4. Permitium have technical controls in place that ensure the security, availability and confidentiality of CLIENT data. 11.5. All information provided to Permitium pursuant to this User License Agreement shall be encrypted while in transit over an open network. 12. 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. 13. Indemnification. Permitium shall indemnify the CLIENT, its agents, and employees, from and against all damages directly arising out of Permitium's breach of this Agreement. This provision shall survive the expiration or termination of this Agreement and remain in full force and effect after such expiration or termination. Notwithstanding the foregoing Permitium's maximum indemnification will 3 Agreement: P-22-444 Page 4 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 be limited to the amount of insurance set forth within section 6. 14. 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. 15. 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 I-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. 16. 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. 17. 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 within 10 business days of any assignment. 18. User License Agreement Modifications. This User License Agreement may be amended only by written amendments duly executed by and between the CLIENT and Permitium. 19. 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. 20. 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. 21. Severability. If any provision of this User License Agreement shall be declared invalid 4 Agreement: P-22-444 Page 5 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 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 ATTN: Matt Solomon 10617 Southern Loop Blvd. Pineville,NC 28134 Attn: Matt Solomon If to CLIENT: Fresno County Department of Public Health ATTN: Stephanie Garcia 1221 Fulton Street Fresno, CA 93721 22. Cooperative Procurement. As additional consideration for this User License Agreement, and pursuant to state and local laws and procurement rules, Permitium agrees to extend an option to purchase products or services covered under this contract at the same prices, and under the same terms and conditions, to other contracting agencies. Any such purchases shall be between Permitium and the participating agency and shall not impact Permitium's obligations to the CLIENT under this User License Agreement. Each contracting agency shall execute its own contract with Permitium. Any estimated purchase volumes or user counts listed herein do not include other public agencies and the CLIENT makes no guarantee as to their participation. 23. 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. 5 Agreement: P-22-444 Page 6 of 7 Scribsoft Holdings(Permitium,LLC) 09/30/2022 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year indicated above. Fresno County Department of Public Health PERMITIUM, LLC Printed Name: Gary Cornuelle, Printed Name: Matt Solomon Purchasing Manager Signed: Digitally signed by Signed: Gary Gary Cornuelle ITS: COrr1U@��@ Date: 2022.09.30 ITS: Managing Partner 13:29:42-07'00' DATE: DATE: 9/28/22 6 Agreement: P-22-444 Page 7 of 7 Scribsoft Holdings(Permitium, LLC) 09/30/2022 STATEMENT OF WORK—EXHIBIT 1 Implementation Plan • Configure the initial instance of the new Permitium solution based on the Client's process and Permitium's demonstration site • Refine the new Permitium solution through an iterative process based on input received from the Client's staff during the testing phase • Test the Permitium solution, revise as needed and prepare it for production • Provide training for the Client's staff as needed • Provide ongoing support, hosting and management of the Permitium Solution Implementation Team Permitium Support Team 855-712-PERM support�@permitium.com Client Executive Sponsor Project Manager Data and Security All data collected in the Client's instance of VitalDirector is the property of the Client. Permitium does not own and will not distribute data without the written consent of the Client. All passwords placed within the system are encrypted and not accessible by the Permitium staff. Cost of Service Cost for VitalDirector software, implementation services or support—Permitium will charge $4.00 for all transactions as an embedded fee or X $4.00 passed on as a convenience fee back to the applicant for each application submitted. Credit card company fees are passed through to the applicant by Permitium based on our contract rate along with a $.35 Vital Verify fee,when applicable. 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. 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 7