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HomeMy WebLinkAbout036-26 - Permittable AI, Inc. - ContractDocusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 •ii• •••••• permittable December 19, 2025 Rob Putaansuu Mayor City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Re: Pilot Program Dear Mr. Putaansuu: Permittable AI, Inc. ("Permittable") is pleased to submit this agreement (the "Pilot Agreement") to the City of Port Orchard ("Port Orchard") regarding a pilot program between Permittable and Port Orchard (the "Pilot Program"). The signatories to this Pilot Agreement are collectively referred to as the "Parties" and individually as a "Party". The Parties agree to coordinate a press release or announcement, provided the City shall have final approval of any such press release. Each Party will bear its own expenses in connection with this Agreement and any actions taken by a party in reliance on this Agreement is at that Party's sole risk and expense. If you agree with the terms and conditions of the Pilot Program as set forth on the following page, please confirm your agreement by signing and returning this Pilot Agreement to me. Very truly yours, Permittable AI, Inc. Signed by: By: Name: Pieter De Temmerman Title: Chief Executive Officer Accepted and Agreed: City of Port Orchard [,Signed by: By:� PltilMJA SK& Name: Rob Putaansuu Title: Mayor 11191575.1 -366922- 0001 Docusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 •ii• •••••• permittable Terms and Conditions The terms and conditions governing the Pilot Program are as follows: Overview of Pilot Program Permittable is an AI -enabled pre-screening platform designed to help architects and developers identify omissions and code -related issues as it relates to residential building permit applications. The City of Port Orchard, Washington, is proactively exploring innovative approaches to improve the completeness and accuracy of residential building permit applications to enable the City to streamline the permitting process. The Parties have agreed to partner together as set forth herein to improve the quality of residential permit applications submitted to Port Orchard. Port Orchard Compliant with Chapter 42.56 RCW, the Washington State Public Records Responsibilities Act, the City agrees to provide representative examples of past residential plan review public records, selected by the City at its sole discretion, with Permittable to allow it to validate its review logic aligns with common issues historically identified by city reviewers. ■ Include information, as approved by the City in its sole discretion, about the Pilot Program in locations selected by the City at its sole discretion, which may include the Port Orchard's website ■ Provide public records requested by Permittable to further the goals of the Pilot Program, including, but not limited to, data related to timelines and outcomes between applicants who use the Permittable platform versus those who do not, provided the City shall have no obligation to create a record in response to such a request. ■ Waive all fees and costs associated with the City's production of requested public records, levied pursuant to RCW 42.56.120, in exchange for the benefits afforded to the City through this partnership (outlined above). ■ Collaborate with Permittable on public -facing communications, press releases, etc. as it relates to the Pilot Program, provided the City shall have final approval of all messaging posted on City -controlled platforms and all references to the City in messaging utilized by Permittable. Permittable ■ Provide and maintain the Permittable platform free of charge for Port Responsibilities Orchard residential applicants for a period of one (1) year following public rollout. Port Orchard residential applicants will be defined as those applicants with a Port Orchard address on their respective permit application. ■ Operate support channels for Port Orchard residential applicants. ■ Perform calibration using data, information, etc. provided by Port Orchard. ■ Deliver quarterly reviews on the efficacy of the Pilot Program with Port Orchard, which will include usage metrics and outcome comparisons. 11191575.1 -366922- 0001 Docusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 • Collaborate with Port Orchard on any public -facing communications, press releases, etc. as it relates to the Pilot Program, provided any public communications referencing the City of Port Orchard shall be pre -approved by the City • Permittable represents and confirms that Permittable's request for and receipt of the requested records and data under the terms of this Pilot Program complies with RCW 42.56.070(8). Joint ■ Beginning February 2026, the Parties shall collaborate on a short Responsibilities calibration / testing phase (the "Calibration Phase") whereby Port Orchard will provide representative examples, selected by the City, of publicly - available past residential plan review records to Permittable to allow it to validate its review logic aligns with common issues historically identified by city reviewers (per the terms of this Pilot Agreement and subject to Chapter 42.56 RCW). Once the Parties have jointly concluded that the Calibration Phase is completed, Permittable will make its platform publicly available for Port Orchard residential applicants free of charge (per the terms of this Pilot Agreement and Permittable's standard Terms of Service )• • As City resources allow, the Parties may meet in -person or virtually once per quarter to evaluate the progress of the Pilot Program, including but not limited to, reviewing (1) volume of applicant usage, (2) relative differences in resubmission cycles, (3) differences in review timelines for applicants who used the Permittable platform versus those who did not, and (4) trends in issue severity (i.e., major, medium, minor) in initial applications. The City agrees to provide publicly available information to assist in the evaluation of these issues (per the terms of this Pilot Agreement). Further • The Parties acknowledge and agree that (1) residential applicants will be Acknowledgements engaging directly with Permittable and remain responsible for their own application submissions to Port Orchard, and (2) all permitting authority, code enforcement, etc. shall at all times remain strictly under the domain of Port Orchard. IP and • IP Rights: Permittable shall retain ownership to its own products and Confidentiality services. Any intellectual property that is generated or created in connection with this Agreement or the Pilot Program shall be owned solely by Permittable ("Permittable IP"). ■ Notwithstanding the foregoing, Permittable acknowledges that the City of Port Orchard is a public agency subject to the Public Records Act, Chapter 42.56 RCW, and further all public records (including data) provided to the City of Port Orchard by Permittable are subject to disclosure by the City upon request. The City may be required, upon request, to disclose the Agreement, and the documents and records submitted to the City by Permittable, unless an exemption under the Public Records Act applies. If the City receives a public records request and asks Permittable to search its files for responsive records as it relates to files provided by the City to 11191575.1 -366922- 0001 Docusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 Permittable or to the City by Permittable ("Applicable Responsive Records"), Permittable agrees to make a prompt and thorough search through its files for such Applicable R esponsive R ecords and to promptly turn over any responsive records to the City's public records officer at no cost to the City. Notwithstanding anything to the contrary in this Agreement, Port Orchard shall not own any Permittable IP and shall not disclose any such information without the prior written consent of Permittable Indemnification/No Warranties ■ No Warranties: The Permittable platform (and all services related thereto) are provided to users "as is" and with all faults and defects without warranty of any kind. To the maximum extent permitted by law, Permittable, on its own behalf and on behalf o f its affiliates and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Permittable platform (and all services related thereto), 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, Permittable provides no warranty or undertaking, and makes no representation of any kind that the Permittable platform will meet the City'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. Terms of Service ■ Port Orchard understands that Permittable's standard Terms of Service will govern any applicants' usage of the Permittable platform (and all services related thereto). Term and . This Agreement shall be Effective as of the date of this Pilot Agreement and Termination will terminate on the date that is one (1) year following the date upon which the Calibration Phase is deemed completed, unless earlier terminated pursuant to the below. ■ Either party may terminate the Pilot Agreement for convenience upon 90 days' prior written notice. Notwithstanding any termination, the "IP and Confidentiality", "No Warranties", the" "and "Term and Termination" sections of this Agreement shall survive such termination. Assignment Neither party may assign the Agreement without the prior written consent of the other party. Notice All notices, requests and other communications under this Agreement shall be in writing and shall be deemed given (a) seven (7) business days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by email, unless not sent during business hours, in which case it shall be deemed delivered on the next business day, in each case, provided no failure of delivery or out of office notice is generated or otherwise received by the 11191575.1 -366922- 0001 Docusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 sender; (c) when delivered, if delivered personally to the intended recipient, and (d) when received by the addressee if sent by an internationally recognized two-day courier (receipt requested), in each case, addressed to a Party at the following address for such Party: (a) If to Permittable to: Permittable AI, Inc. 218 Main Street, Suite 757 Kirkland, WA 98033 Attn: Pieter De Temmerman, Chief Executive Officer E-mail: pieter@permittable.ai and to (which shall not constitute notice): DLA Piper LLP (US) 701 Fifth Avenue, Suite 6900 Seattle, Washington 98104-7044 Attn: Brian Cadousteau E-mail: brian.cadousteau@us.dlapiper.com (b) If to Port Orchard to: City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Attn: Brandy Wallace, City Clerk E-mail: bwallacegportorchardwa.gov with a copy to (which shall not constitute notice): Inslee, Best, Doezie & Ryder 10900 NE 4th Street, Suite 1500 Bellevue, WA 98004 Attn: Charlotte Archer E-mail: carcher@insleebest.com Amendments; This Agreement may not be amended, modified or supplemented except by Waiver written agreement of the Parties. Any agreement on the part of a Party to any waiver of any provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time unless explicitly specified in such waiver. 11191575.1 -366922- 0001 Docusign Envelope ID: 5BC773BC-C24A-435B-8546-CDA0E4D08D22 General Terms A. Permittable represents and warrants that it has the requisite authority and capacity to enter into this Agreement and shall comply with all applicable federal, state, and local laws and regulations in the performance of its obligations hereunder B. Permittable agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. C. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If any dispute arises between the City and Permittable under any of the provisions of this Agreement jurisdiction of any resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. 11191575.1 -366922- 0001