HomeMy WebLinkAboutPetData Animal Licensing AgreementAGREEMENT FOR ANIMAL LICENSING SERVICES
THIS AGREEMENT FOR ANIMAL LICENSING SERVICES ("Agreement") is made and
entered into by and between the CITY OF PASCO, hereinafter called "CITY," and PETDATA,
INC., a Texas for-profit corporation, hereinafter called "CONTRACTOR," as of the date last
signed by a party as reflected on the signature page of this Agreement ("the Execution Date").
For good and valuable consideration, CITY and CONTRACTOR agree as follows:
I. SERVICES
For the consideration set forth below, CONTRACTOR agrees to provide to CITY the animal
licensing services described under "CONTRACTOR's RESPONSIBILITIES" in Exhibit A,
attached hereto and incorporated herein by reference (collectively, the "Services"), upon the
terms and conditions of this Agreement. The Services relate to CITY's licensing and registration
of pets. CITY agrees to perform "CITY's RESPONSIBILITIES" described in Exhibit A. In the
event of any conflict between any of the contents of Exhibit A and any of the —pro visions of the
main body of this Agreement, the provisions of the main body of this Agreement will prevail.
All Services shall be performed to the reasonable satisfaction of CITY, as reasonably determined
by CITY's Administrator or other person whom CITY shall from time to time designate to
monitor the performance of the Services by CONTRACTOR. CITY agrees to promptly notify
CONTRACTOR of the name and contact information of the person who will monitor the
perfonnance of the Services on behalf of CITY, and to promptly notify CONTRACTOR of any
changes to CITY'S monitoring designee or the contact information for CITY's monitoring
designee.
3. PERFORMANCE OF SERVICES
CONTRACTOR acknowledges that, prior to signing this Agreement, CONTRACTOR has
become familiar with the scope of the Services required under this Agreement. Subject to
CONTRACTOR's fulfillment of its obligations under this Agreement, the means, methods,
timing, and manner of performing the Services shall be within the discretion of CONTRACTOR,
with City approval on any changes of the means, methods, timing, and manner of performance of
Services beyond the scope of this Agreement. CONTRACTOR may perform the Services at such
location(s) that CONTRACTOR may from time to time determine, and shall not be required to
perform any of the Services at a CITY location. CITY acknowledges that CONTRACTOR shall
not be obligated to commence the performance of the Services until the Commencement Date, as
hereinafter provided. CONTRACTOR shall not be responsible or liable to CITY or any third
party for any delays, errors or omissions in the performance of the Services or any losses or
damages sustained by CITY or any third party that are caused by (i) CITY or any of CITY's
employees or agents other than PetData, (ii) the inaccuracy, incompleteness, or other
insufficiency of any data ;Furnished by or on behalf of CITY to CONTRACTOR under or in
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connection with this Agreement, or (iii) any other items furnished by or on behalf of CITY to
CONTRACTOR under or in connection with this Agreement.
If CITY requests that CONTRACTOR utilize specific supplies in connection with the
performance of the Services, such as, for example, forms, brochures, or rabies books, CITY will
provide those supplies to CONTRACTOR without charge.
5. BANK ACCOUNTS
Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of
CITY under this Agreement will be deposited into an account of one of the following types that
is from time to time designated by CITY (a "Bank Account"):
A. An account established and maintained by CITY in its name at a bank or other financial
institution (a "CITY Account"); or
B. A separate account established and maintained by CONTRACTOR at a bank or other
financial institution selected by CONTRACTOR in which will be deposited funds that relate
solely to this Agreement (a "Maintained Account").
CITY will initially designate the type of Bank Account to be utilized hereunder in a notice that
CITY will deliver to CONTRACTOR during the Transition Phase in accordance with, Section
11. CITY may thereafter change the designation of the type of Bank Account to be utilized
hereunder from time to time upon notice to CONTRACTOR, and CONTRACTOR will have a
reasonable time in order to effect any such requested change. CITY will reimburse
CONTRACTOR for all out-of-pocket expenses incurred by CONTRACTOR in connection with
any change in the type of Bank Account utilized hereunder. CITY acknowledges and consents
that CONTRACTOR may make an initial deposit into a Maintained Account from
CONTRACTOR's funds in order to establish the account, which initial deposit will be refunded
or otherwise reimbursed to CONTRACTOR. When a Maintained Account is closed, any funds
remaining in the account after the payment of all amounts due CITY hereunder will belong to
and be disbursed to CONTRACTOR.
In consideration of the Services, CONTRACTOR shall be entitled to the following
compensation:
A. Basic Fees.
CITY shall pay to CONTRACTOR the following fees for all animal licenses issued during the
term of this Agreement, regardless of whether they are issued by CITY, CONTRACTOR,
veterinarians, or any other persons:
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1) $4.10 for each one-year license or replacement tag and for the first year for each
multi-year license (which amount is subject to adjustment as provided below).
2) $2.00 for each additional year after the first year for each multi-year license.
3) $2.50 collection service fee for each late fee, if any, paid by a Licensee during the
term of this Agreement.
The fee provided for in clause 1), above, will be adjusted as follows during any of the following
periods that fall within the term of this Agreement: (a) commencing on the third (3rd) annual
anniversary of the Execution Date and continuing until the fifth (5th) annual anniversary of the
Execution Date, the fee provided for in clause 1), above, will be $4.20; and (b) if the term of this
Agreement is for more than five (5) years, then, commencing on the fifth (5th) annual
anniversary of the Execution Date and continuing on each annual anniversary of the Execution
Date thereafter throughout the remaining term of this Agreement, the fee provided for in clause
1), as previously adjusted, will increase by an amount equal to five percent (5%) of the fee under
clause 1) that is in effect immediately prior to the respective anniversary, and the fee, as so
increased, will thereupon become the fee payable under clause 1) unless and until ftuther
adjusted in accordance with this clause (b).
An animal license will be considered "issued" for purposes of this Agreement regardless of the
means, method, program, process, or agency used for the issuance or registration of the license,
and whether or not a fee or other consideration is charged or received by the CITY for the
license. Without limiting the generality of the foregoing, an animal license that is donated or
issued free of charge by the CITY or that is issued as part of a bundling of CITY services or
programs will be considered "issued" for purposes of this Agreement. Further, any animal
license that is processed by CONTRACTOR for CITY during the term of this Agreement will be
considered "issued" for purposes of this Agreement, whether or not the license was or is actually
issued or delivered before, during, or after the term of this Agreement.
Notwithstanding the preceding provisions of this Section 6A, the parties agree that
CONTRACTOR's minimum aggregate fees under this Section 6A are $6,000.00 per calendar
year. In order to assure the payment of such minimum aggregate annual fees to CONTRACTOR,
the parties agree that if the aggregate fees payable to CONTRACTOR under this Section 6A for
a calendar month would, but for the application of this sentence, be less than $500.00, then the
aggregate fees payable to CONTRACTOR under this Section 6A for that calendar month will be
$500.00. However, the foregoing minimum monthly amount will not be applicable if the
aggregate fees paid to CONTRACTOR under this Section 6A have already equaled or exceeded,
or in the opinion of CONTRACTOR are reasonably expected to otherwise equal or exceed,
$6,000.00 for that calendar year. If the aggregate annual fees paid to CONTRACTOR under this
Section 6A during any calendar year do not equal or exceed $6,000.00, then CITY shall pay an
amount equal to the positive difference between (i) the amount previously paid to
CONTRACTOR for that calendar year and (ii) $6,000.00, upon demand by CONTRACTOR.
The $6,000.00 minimum annual amount shall be prorated for any partial calendar year during the
term of this Agreement. No delay or failure on the part of CONTRACTOR in imposing or
collecting the aforesaid monthly minimum amount shall affect CONTRACTOR's right to
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receive the aforesaid minimum aggregate annual fees or to collect the aforesaid minimum
aggregate monthly amount either then or in the future. CITY acknowledges that the aforesaid
minimum fee amounts apply only to the fees payable to CONTRACTOR under this Section 6A,
and do not include, by way of example and not by way of limitation, any Start -Up Fee payable to
CONTRACTOR under Section 6B.
The fees paid to CONTRACTOR under this Section 6A are further subject to reasonable
adjustment in the event that CITY adds, modifies, or eliminates any fees that are charged to
Licensees during the term of this Agreement, CITY and CONTRACTOR agree to negotiate any
such reasonable adjustments in good faith.
As used in this Agreement, the term "Licensee" refers to any person who applies for an animal
license to be issued by or on behalf of CITY.
B. Start -Un Fee.
CITY shall pay to CONTRACTOR, a $1,000, one-time only, "Start -Up Fee". The Start -Up Fee
is due and payable within fifteen business days after the Execution Date. There are no Start -Up
Fees for term extensions or any renewals of this Agreement that may hereafter be entered into by
the parties.
C. Additional Service Fees or Costs.
The following fees or cost reimbursements will apply to the extent that the corresponding
services described below are requested by CITY:
1) Cost of Bank Account. CITY will be responsible for all reasonable out-of-pocket
costs related to any Bank Account, where such costs are not incurred by the
negligence of CONTRACTOR. CITY will reimburse CONTRACTOR on a
monthly basis for any such costs for a Bank Account that are paid by
CONTRACTOR. CITY may request copies of the bank statements for a
Maintained Account at any time and CONTRACTOR will provide available bank
statements for that Maintained Account within five business days after a request is
received by CONTRACTOR.
2) Bank Deposit Mailing Fees. If CITY requires CONTRACTOR to deposit money
into a CITY Account other than at a branch located in the CITY where
CONTRACTOR's principal office is located, CONTRACTOR may make any
deposit to that CITY Account by means of any form of U.S. Mail or overnight
delivery service, and the actual cost to transmit the deposits to the required bank
location will be borne by CITY and included in invoices submitted to CITY for
the Services.
3) Postal Box/Mail Forwarding Fee. If CITY requests CONTRACTOR to establish
a local post office box for mail collection and forwarding, CITY will pay or
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reimburse CONTRACTOR for the actual costs of mail box rental, mail
forwarding and postage fees.
4) Supply Fee. If CITY requests changes to supplies or notices that it has previously
approved, including but not limited to fee or program changes, CITY will be
responsible for the actual costs associated with changing, replacing or
discontinuing the use of the previously approved supplies. If CITY terminates this
Agreement for any reason other than for cause, CITY will remain responsible for
the actual cost of supplies purchased on its behalf.
5) Lock Box Fees. If CITY utilizes a lockbox, the actual fees and costs associated
with the lockbox, including the cost to forward mail to CONTRACTOR from a
lockbox, shall be borne solely by CITY.
D. Charges to.Licensees.
CITY agrees that CONTRACTOR may charge and collect the following fees directly from
Licensees, and CONTRACTOR shall be entitled to retain any such fees so collected as part of
CONTRACTOR's compensation under this Agreement, except as otherwise provided below:
1) $2.00 for each on-line transaction engaged in by a Licensee.
2) CONTRACTOR may charge a fee to a Licensee of no more than $25.00 (or, if
lower, the maximum amount permitted by applicable law from time to time in
effect) for each check or other payment from that Licensee that is returned
uncollected for any reason. Any such returned item fee related to a Maintained
Account that is actually collected shall be deposited into the Maintained Account
and shall be for the benefit of CITY; otherwise the fee shall be retained by
CONTRACTOR.
7. MODIFICATIONS OF SERVICES
If CITY requests Services in addition to those described in this Agreement, and CONTRACTOR
agrees to provide those additional Services, then CONTRACTOR shall be entitled to additional
compensation for those additional Services as shall be agreed upon by CONTRACTOR and
CITY in a written modification to this Agreement that is signed by CITY and CONTRACTOR.
CONTRACTOR shall not be required to perform any such additional Services unless and until
the parties have entered into a written modification of this Agreement. Without limiting the other
types of services that may be considered to be outside of the scope of the Services described in
this Agreement, the following types of Services would be considered to be outside of the scope
of the Services described in this Agreement and, therefore, the subject of additional
compensation to CONTRACTOR: customized software projects; requests for new features in
CONTRACTOR's software; or requests for CONTRACTOR to implement new procedures or
operations. CITY may determine after the Execution Date that certain portions of the Services
are no longer necessary, in which event CITY shall notify CONTRACTOR of the portions of the
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Services that are no longer required, and CONTRACTOR shall be relieved of the responsibility
for performing those portions of the Services. However, there shall be no adjustment in
CONTRACTOR's compensation hereunder for any portions of the Services that
CONTRACTOR is not required to perform.
A
A. Reports C
month during the' CONTRACTOR, TOR. Within 15 business days after the end of each calendar
term hereof, CONTRACTOR will submit an animal licensing summary report
for the preceding calendar month to CITY in a format that is mutually agreed upon by CITY and
CONTRACTOR. Any such report may be transmitted electronically or by any other means.
B. Reports from CITY. Within 10 calendar days after the end of each calendar month during
the term hereof, CITY will submit a report to CONTRACTOR of all license fees that CITY has
received during the preceding calendar month fi-om Licensees, veterinarians or any other source
other than CONTRACTOR. Any such report may be transmitted electronically or by any other
means.
9. PAYMENTS
A. CITY Account Used. If and for so long as a CITY Account is utilized hereunder, the
following provisions shall apply (and the provisions of Section 9B shall be inapplicable):
Within 15 business days after the end of each calendar month, CONTRACTOR will submit to
CITY an invoice with supporting documentation for the compensation due CONTRACTOR
under this Agreement for that calendar month. CITY will pay CONTRACTOR the invoiced
amount by means of check, ACH payment or other form of payment acceptable to
CONTRACTOR within 30 days after the date CONTRACTOR submits the invoice to CITY.
Invoices that are not timely paid will, at CONTRACTOR's option, hear interest from the 30th
day after the date that CONTRACTOR submits the invoice to CITY until paid at a rate equal to
the lesser of (i) 12% per annum or (ii) the maximum annual rate of interest permitted from time
to time under applicable law (or if those rates are the same, then at the rate determined under
either clause). Invoices will be submitted electronically to the e-mail address that CITY shall
from time to time provide CONTRACTOR for the submission of invoices or in such other
manner as CITY may from time to time request in writing to CONTRACTOR and that is
acceptable to CONTRACTOR.
B. Maintained Account Used. If and for so long as a Maintained Account is utilized
hereunder, the following provisions shall apply (and the provisions of Section 9A shall be
inapplicable):
Within 15 business days after the end of each calendar month, CONTRACTOR shall remit to
CITY the residual amount, if any, of all license fees collected by CONTRACTOR hereunder
during the preceding calendar month after deducting therefrom all fees, costs, expenses, and
reimbursements due CONTRACTOR hereunder. If at any time the funds in the Maintained
Account are not sufficient to fully pay amounts due to CONTRACTOR hereunder, then
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CONTRACTOR may recoup any shortfall from any subsequent payments due to CITY under
this paragraph until all sums due CONTRACTOR have been fully paid.
C. Direct Collections by CCITY. If CITY collects any animal license fee or any other amount
that is subject to this Agreement directly fi-om a Licensee, veterinarian or other source, other than
CONTRACTOR, CITY may either forward the amount collected to CONTRACTOR within
fifteen business days for deposit into a Maintained Account, if a Maintained Account is in effect,
or retain the amount. In either event, CITY shall report the amount so collected to
CONTRACTOR in accordance with Section 8B so that the fee(s) due CONTRACTOR
hereunder with respect to the amount collected by CITY may be determined and paid in
accordance with this Agreement.
The initial term of this Agreement will commence on the Execution Date and will expire at the
close of business on the last day of the 36 full calendar month after the
Commencement Date, unless this Agreement is sooner terminated in accordance with other
provisions of this Agreement.
11. TRANSITION PHASE
The period beginning on the Execution Date and expiring at the close of business on the 60th day
thereafter is referred to as the "Transition Phase." CONTRACTOR shall begin processing
licenses within a reasonable time following the Transition Phase subject to CITY's timely
fulfillment of its obligations under this Section 11. CONTRACTOR, in its discretion, may begin
processing licenses prior to the expiration of the Transition Phase, CITY acknowledges that any
delay in the performance of its obligations under this Section 1 I may result in a delay in the
commencement of the Services. The date on which CONTRACTOR commences the processing
of licenses hereunder is referred to in this Agreement as the "Commencement Date."
CONTRACTOR shall notify CITY of the Commencement Date within a reasonable period
before or after the Commencement Date.
During the Transition Phase:
A. License Data.
CITY shall provide historical license data files consisting of licenses older than 90 days within
fifteen days after the Execution Date. The said historical data shall be made available to
CONTRACTOR in an electronic format that is readily importable by CONTRACTOR.
B. Deliverables.
Within ten days after request from CONTRACTOR, CITY shall provide to CONTRACTOR
agreed upon supplies, data, feedback, process information, the initial designation regarding the
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type of Bank Account under Section 5, and required approvals for items such as form designs
(collectively, "Deliverables"). Deliverables may be requested throughout the Transition Phase.
C. Tags.
CITY small purchase, at CITY's expense, and cause to be delivered to CONTRACTOR license
tags that meet CONTRACTOR's specifications, which have been provided to CITY.
12. PERMITS AND REQUIRE, EIVTS
A. Permits.
CONTRACTOR shall obtain the necessary permits(s), if any, required by CITY or its governing
ordinances for the performance of the Services. CITY agrees to provide CONTRACTOR with a
list of any and all such permits and to cooperate and assist CONTRACTOR in good faith to aid
CONTRACTOR in obtaining any such permits in a timely fashion.
B. Leal Requirements.
CONTRACTOR shall, in performing the Services under this Agreement, comply with all
federal, state, county, or CITY statutes, laws, codes and ordinances, as amended, that are directly
applicable to CONTRACTOR's performance of the Services. CITY shall notify
CONTRACTOR of changes to laws, codes or ordinances affecting CONTRACTOR's
performance of Services under this Agreement of which CITY obtains actual knowledge during
the term of this Agreement.
13. COVENANTS RE, GARDING DATA
CONTRACTOR agrees that it will not, without CITY's consent, use personal data collected on
behalf of CITY other than for the performance of the Services or other uses permitted by this
Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell, or
intentionally transfer or release, to any third party personal data that CONTRACTOR has
collected in performing the Services, except as may otherwise be required by this Agreement or
applicable law, and that it will take commercially reasonable measures to prevent the
unauthorized release of any such third party personal data.
Upon the termination of this Agreement, CONTRACTOR agrees to return or transfer to CITY,
in a mutually acceptable format, all animal licensing data maintained by CONTRACTOR under
this Agreement within 15 business days after CONTRACTOR has received all sums due
CONTRACTOR under this Agreement.
14. INDEMNITY
Subject to the limitations on CONTRACTOR's liability set forth elsewhere in this Agreement,
CONTRACTOR agrees to indemnify and bold harmless CITY and its officers and employees
from and against any and all claims, lawsuits, judgments, costs and expenses for personal injury
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(including death), property damage or other harm for which recovery of damages is sought,
suffered by any person or persons, arising out of CONTRACTOR's negligence or gross
negligence or recklessness or willful misconduct in the performance of the Services under this
Agreement. In the event of joint and concurring responsibility of CONTRACTOR and CITY,
responsibility and indemnity, if any, shall be apportioned comparatively. The provisions of this
paragraph are solely for the benefit of the parties hereto and are not intended to create or grant
any rights, contractual or otherwise, in or to any other person or entity.
15. INSURANCE REQUIREMENTS
CONTRACTOR shall procure, pay for, and maintain during the term of this Agreement;
A. Commercial Liability Insurance with a minimum combined single limit coverage of
$1,000,000 per occurrence, and a $2,000,000 General Aggregate Limit for all damages due to
bodily injury, sickness or disease, or death to any person, and damage to property, including the
loss of use thereof
B. Workers Compensation Insurance to cover obligations imposed by federal and state
statutes having jurisdiction or employees engaged in the performance of the work or services of
not less than $1,000,000 per accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
CONTRACTOR shall furnish evidence of such coverage to CITY and will provide 30 days'
written notice of policy lapse or cancellation, or of a material change in policy terms.
CONTRACTOR does not own any vehicles. However, CONTRACTOR does have coverage for
non -owned vehicles under its commercial liability policy. Therefore, CONTRACTOR does not
carry and shall not be obligated to carry separate automobile liability coverage.
16. TER.MYNATION
A. Expiration.
If the term of this Agreement expires and is not extended in accordance with other provisions of
this Agreement, then CONTRACTOR shall be paid all amounts due CONTRACTOR hereunder
with respect to all periods through the date of termination, including CONTRACTOR's basic
fees under Section dA with respect to animal licenses or renewals that are in process at the time
of termination.
B. For Cause.
If CONTRACTOR materially breaches this Agreement and fails to cure the breach within 30
days after CITY notifies CONTRACTOR of the breach and specifies the details of the breach,
CITY may terminate this Agreement upon notice to CONTRACTOR. In the event of such
termination, CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR
hereunder with respect to all periods through the date of termination, including
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CONTRACTOR's basic fees under Section 6A with respect to animal licenses or renewals that
are in process at the time of termination.
C. Termination of Licensing Program.
CITY may terminate this Agreement upon not less than 90 days prior notice to CONTRACTOR
if CITY determines to terminate its animal licensing program. Upon such termination,
CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR hereunder
with respect to all periods through the date of termination.
17. UNFORESEEN CIRCUMSTANCES
CONTRACTOR shall not be responsible for any delay or omission in the performance of any of
CONTRACTOR's obligations under this Agreement to the extent caused by natural disaster,
power outages, war, civil disturbance, labor dispute or other cause beyond CONTRACTOR's
reasonable control. To the extent CONTRACTOR is able to do so, CONTRACTOR shall
provide notice to CITY of any event described in this Section within ten (10) business days after
the occurrence of such event.
CONTRACTOR shall maintain in electronic form or on a database material books, records, and
documents directly related to the performance of the Services (collectively, "Records") during
the term of this Agreement and for a period of three years thereafter for a total of six (6) years
from the date that each individual record was created. CONTRACTOR shall further maintain
any Records that were either received or originally generated by CONTRACTOR in paper form
for a period of six (6) years after the date(s) that the respective Records were originally received
or generated or until the termination, by expiration or otherwise, of this Agreement, whichever
occurs first. Any Records in existence at the expiration of any such periods or at the termination
of this Agreement if termination occurs prior to six (6) years from the Record's date of
generation or receipt, shall either be shipped to CITY or destroyed, at CITY's option and at
CITY's expense in either case. During the term of this Agreement and for a period of three years
thereafter, CITY shall have the right to inspect and audit, at CITY's expense, and upon
reasonable advance notice to CONTRACTOR, the Records that CONTRACTOR is obligated to
maintain hereunder as of the time of any such inspection or audit. Notwithstanding the foregoing,
any Records maintained by CONTRACTOR during the term of this Agreement that relate to any
litigation, appeal, or related settlement arising under or in relation to this Agreement shall be
preserved until a final disposition has been made of such litigation. However, CONTRACTOR
shall not have any liability for disposing of paper Records in accordance with this Agreement
prior to the time that CONTRACTOR obtained actual knowledge of the existence of the
litigation, so long as the disposal of such Record was after the six (6) year total required retention
period and at the written direction of the City.
19. NO'T'ICES
Em
Any notice, statement, or demand required or permitted to be given hereunder by either party to
the other shall be in writing and shall be given personally or by courier, by overnight delivery
service, by certified mail, return receipt requested, postage prepaid, or by confirmed (either
machine or personal) facsimile transmission, addressed to the recipient as follows:
Notices to CITY shall be addressed as follows:
Mailing: City of Pasco
Attn: Customer Service Manager
P.O. Box 293
Pasco, WA 99301
Delivery: 525 North P Avenue
Email: brooks@pasco-wa.gov
Fax: 509543-5742
Notices to CONTRACTOR shall be addressed as follows:
Chris Richey, President
PetData, Inc.
P.O. Box 141929 (if mailed)
.Irving, Texas 75014-1929
1 850 Crown Drive, Suite 1 110 (Until 9/30/2017) (if delivered)
Dallas, Texas 75234
214-821-3106
(facsimile)
Any such notice shall be effective (a) if delivered personally or by courier, when received, (b) if
sent by overnight courier, when received, (c) if mailed, on the second business day after being
mailed as described above, and (d) if sent by confirmed (either personal or machine) written
telecommunication, when dispatched. Any party may change any of its contact information for
notices upon not less than ten (10) days' prior notice to the other party in accordance with this
Section. The provisions of this Section shall not govern the means of submission of invoices by
CONTRACTOR to CITY under this Agreement.
20. CONTRACTOR'S SYSTEM
CITY acknowledges that CONTRACTOR has developed and coordinated proprietary means and
methods of performing the Services and related know-how, skills, and property (collectively, the
"System"). The System includes, among other items, an interactive website, databases, software,
and related items. The System is special and unique to CONTRACTOR and has been developed
by CONTRACTOR at great cost and expense to CONTRACTOR. CITY acknowledges that
CITY is not acquiring any rights in or to the System, and that the System is and will remain the
sole and exclusive property of CONTRACTOR. CITY further acknowledges and agrees that any
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information that CITY obtains related to the use, formulation or operation of the System that is
not generally known is CONFIDENTIAL, may only be used by CITY for the limited purposes
described in this Agreement, and may not be disclosed to any third parties except as may be
required under applicable law or with CONTRACTOR's prior, express written consent in
CONTRACTOR's sole discretion. Upon the termination of this Agreement, any information and
materials, in whatever media or format, related to the System that CITY has in its possession will
be returned to CONTRACTOR or destroyed at CONTRACTOR's option. CITY agrees that it
will not attempt to discover, duplicate, or replicate the System in any manner.
21. MISCELLANEOUS
A. Governing_Law.
This Agreement shall be governed by and construed in accordance with the laws of the state in
which CITY is located.
B. Relationship of Parties.
The relationship of CITY and CONTRACTOR is that of independent contractors. Nothing in this
Agreement is intended to create a partnership or joint venture between the parties, to establish a
fiduciary relationship between the parties, or to render either party liable or responsible for any
debts, liabilities or other obligations of the other party.
C. Entire Agreement.
This Agreement, including any exhibits hereto, embodies the complete agreement of the parties
hereto, and supersedes all oral or written previous or contemporary agreements or
understandings between the parties relating to any of the matters herein. This Agreement may
not be amended or otherwise modified except in a writing executed by both parties. The
expiration or other termination of this Agreement shall not extinguish any right or remedy
existing at the time of termination.
D. Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof, and this Agreement shall be
considered as if such invalid, illegal, or unenforceable provision had never been contained in this
Agreement.
E. Asst nment• Binding Effect.
Neither party may assign this Agreement without the prior written consent of the other party.
Notwithstanding the foregoing, the transfer of CONTRACTOR's interest in this Agreement to an
affiliate of CONTRACTOR or in connection with a merger, consolidation, sale of substantially
all of CONTRACTOR's assets, or business combination involving CONTRACTOR shall not be
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deemed to be an assignment in violation of this Section, provided that such transferee shall be
subject to all of the terms and conditions of this Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, and, where permitted, assigns.
F. General.
All references in this Agreement to sections and other subdivisions refer to corresponding
sections and other subdivisions of this Agreement unless the context indicates otherwise. Titles
appearing at the beginning of any such sections or subdivisions are for convenience only and
shall not constitute part of such sections or subdivisions and shall be disregarded in construing
the language contained in such sections or subdivisions. These words "this Agreement", "this
instrument", "herein", "hereof', "hereby", "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular subdivision unless expressly so limited. Words in
the singular form shall be construed to include the plural and vice versa, unless the context
otherwise requires. Words in any gender (including the neutral gender) shall include any other
gender, unless the context otherwise requires. Examples shall not be construed to limit, expressly
or by implication, the matter they illustrate. The word "includes" and its derivatives shall mean
"includes, but is not limited to" and corresponding derivative expressions. The term "or"
includes "and/or." All exhibits attached to this Agreement are incorporated herein by reference.
No consideration shall be given to the fact or presumption that one party had a greater or lesser
hand in drafting this Agreement. All references herein to "$", "dollars", or other sums of money
shall refer to U.S. Dollars. References in this Agreement to "business days" shall refer to days
other than ,Saturdays, Sundays, or other days on which CITY offices are closed. Any references
in this Agreement to "days" other than business days shall refer to calendar days. Time is of the
essence of this Agreement. No delay or forbearance in asserting any right or enforcing any
obligation under this Agreement shall constitute a waiver of such right or obligation.
G. Authorization.
Each of the parties represents and warrants to the other that this Agreement has been duly
authorized by all necessary corporate or governmental action on the part of the representing party
and that this Agreement is fully binding on such party.
H. Countemarts,
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument. It shall not be
necessary for each party to sign each counterpart, and separate signature pages may be attached
to any counterpart in order to make a complete counterpart. For purposes of the execution of this
Agreement or any amendment hereto or modification hereof, a signature transmitted by
facsimile, computer file or other electronic means shall be fully binding as an original signature.
[Signature page follows]
13-
EXECUTED by CITY and by CONTRACTOR on the respective dates set forth below to be
effective as of the Execution Date,
CITY: CITY OF PASCO
By:
Printed Name: Richa Sigdel
Title: Finance Director
Date of Execution: i� 6
CONTRACTOR: PETDATA, INC.
By:
ff j Pinted
Name: h t u
r
Title: L--ie-,� C�
Date of
Execution v Ve-
EXHIBIT A.
Description of Services
This exhibit is attached to and a part of the above and foregoing Agreement for Animal
Licensing Services (Agreement). Terms used in this exhibit that are not defined in this
exhibit but which are defined elsewhere in the Agreement shall have the respective
meanings given to them in the other provisions of the Agreement. In the event of any
conflict between any of the provisions of this exhibit and the other provisions of the
Agreement, the other provisions of the Agreement shall control.
L Process License Applications
A. Receive and process animal license applications through the mail.
B. Provide online licensing and process applications initiated through
CONTRACTOR's website.
C. Enter new and renewal license applications into CONTRACTOR's
proprietary database.
D. Deposit, or transmit for deposit, all receipts collected for license fees, with the
exception of those payments made via credit card, into a Bank Account.
E. Mail license tags within 10 business days after receipt of payment and
complete documentation as required by local ordinance and/or CITY policy.
F. Update license information in CONTRACTOR'S database and issue
replacement tags as needed.
G. If CONTRACTOR collects any payments due CITY from Licensees via credit
card transactions that are paid to CONTRACTOR, those payments will be
deposited, or transmitted for deposit, into a Bank Account within 15 business
days after the end of the calendar month in which collected.
2. Mail License Notices
A. Mail renewal and reminder notices for expiring animal licenses. Renewal
notices will be mailed in the month prior to the license expiration date, or as
otherwise agreed upon between CONTRACTOR and CITY.
B. Mail billing notices to pet owners who have vaccinated a pet against rabies
but have not licensed, if CITY collects rabies vaccination reports from
veterinarians.
3. Customer Service for Licensing Program
A. Provide customer service to pet owners via phone, email and mail, and
respond to requests in a timely fashion.
B. Provide customer service to CITY staff, and respond to CITY requests in a
timely fashion.
Exhibit A —Page X
C. provide online access to licensing data to appropriate personnel via
CONTRACTOR's proprietary website, at no additional charge.
4. Manage Reports from Authorized Registrars and Veterinary Clinics
A. Process and enter license sales records from any registrars and veterinary
clinics authorized to sell animal licenses.
1) Track tag inventories at all authorized registrars, and reconcile reports.
2) Invoice authorized registrars for licenses sold as needed
B. Process and enter rabies vaccination records from local veterinary clinics if
rabies reporting is required by CITY.
C. Follow up with delinquent clinics and registrars and report delinquent clinics
and registrars to CITY as needed.
5. Provide veterinarians and other authorized registrars with reasonable quantities of
supplies (reporting forms, applications or vaccination, certificates, citizen mailing
envelopes, etc.) necessary to sell license tags and/or report rabies vaccinations to
CONTRACTOR. Supplies are to be printed in one color with the design and
layout to be determined by CONTRACTOR.
6. Reporting to CITY
A. Send reports to CITY within 15 business days after the end of each month
including the number of licenses sold at each location.
B. Provide statistical reports to CITY as requested within a timely manner.
Depending on the information requested, CONTRACTOR can provide most
reports within five business days.
C. Process donations on behalf of the CITY when a donation is made with the
purchase of a license, if CITY requests donations be collected.
D. Provide an online tag search to the public if the CITY wishes to have
CONTRACTOR's online tag search enabled.
1. Purchase license tags to CONTRACTOR's specifications and ship them to
CONTRACTOR. CONTRACTOR recommends that tags be shipped directly
from tag vendor to CONTRACTOR to reduce shipping costs.
2. Report CITY license sales electronically or by mail at least monthly by the 10th
calendar day of the month for the prior month's sales.
3. Give CONTRACTOR at least 60 days' notice of license fee or ordinance changes.
4. Respond to CONTRACTOR inquiries in a timely fashion.
5. Provide feedback to CONTRACTOR regarding program and customer matters.
Exhibit A — Page 2