HomeMy WebLinkAboutPETDATA, INC.INSURANCE ON FILE A-2023-055
VORK MAY PROCEED
UNTIL I URANCE EXPIRES
LERK OF COUNCIL
9AIE
AGREEMENT WITH PETDATA, INC. TO PROVIDE
0:VA&pi 0)�� ANIMAL LICENSING SERVICES
THIS AGREEMENT is made and entered into on this 4th day of April, 2023 by and between
oPetData, Inc., a Texas corporation ("Contractor"), and the City of Santa Ana, a charter city and
av municipal corporation organized and existing under the Constitution and laws of the State of
co California ("City").
o..
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of
providing animal licensing services.
B. Contractor represents that it is able and willing to provide such services to the City and
serves as the largest animal licensing organization in the U.S. and is the only private
company currently providing custom and comprehensive turnkey animal licensing
program to municipalities.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A and Exhibit B, attached
hereto and PetData's proposal of September 22, 2022, which shall be incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. Start up costs of $1,000 and
minimum annual contract amounts of $6,000 per year shall be paid by the City. Fees
and/or costs for licensing registration, as detailed in Exhibit B, shall be deducted from
the Gross Revenue generated by the City. Annual expenditures to cover compensation
to Contractor will fluctuate dependent on the number of licenses processed.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on the date first written above for a three (3) year term
with the option for the City to grant up to a two (2) one (1) year renewals, exercisable by a writing
by the City Manager and the City Attorney, unless terminated earlier in accordance with Section
15, below.
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent Contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive, non -transferable, and perpetual license for City
to copy, use, or reuse any and all copyrights, designs, and other intellectual property of
Contractor to the extent embodied in plans, specifications, studies, drawings, estimates, and
other documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on computer
diskettes, which are produced and delivered to City by Contractor under this Agreement
("Documents & Data"). However, Documents & Data do not include any portion of the System
(as defined in Exhibit B hereto). Contractor shall require all subcontractors to agree in writing
that City is granted a non-exclusive, non -transferable, and perpetual license for any Documents
& Data the subcontractor prepares under this Agreement. Contractor represents and warrants
that Contractor has the legal right to license any and all Documents & Data. Contractor makes
no representation and warranty in regard to Documents & Data which were provided to
Contractor by the City. City shall not be limited in any way in its use of the Documents and
Data at any time, provided that it may not use Documents & Data in any manner that would
challenge or jeopardize Contractor's intellectual property rights embodied in such Documents
& Data, and any use not within the purposes intended by this Agreement shall be at City's sole
risk. In no event shall Contractor have any duty or obligation to any third party with respect to
City's use of any Documents & Data. Nothing in this Section is intended to grant City any rights
in or to the System.
6. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
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the performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
(1) Commercial General Liability (CGL): Insurance Services Office Form CG
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregatelimit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
(2) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
(3) Broader Coverage: if the Contractor maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled
to the broader coverage and/or the higher limits maintained by the Contractor.
Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the Contractor including materials, parts, or equipment furnished in
connectionwith such work or operations. General liability coverage can be
provided in the form of an endorsement to the Contractor's insurance (at least
as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of
both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later
edition is used).
(2) Primary Coverage: For any claims related to this contract, the Contractor's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
0104 13 as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Contractor's insurance and shall
not contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
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(4) Waiver of Subrogation: Contractor hereby grants to City a waiver of any right
to subrogation that any insurer of said Contractor may acquire against the City
by virtue of the payment of any loss under such insurance. Contractor agrees
to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
(5) Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Contractor to purchase coverage
with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -
insured retention may be satisfied by either the named insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers authorized
to conduct business in the state with a current A.M. Best's rating of no less
than A:VII, unless otherwise acceptable to the City.
(7) Claims Made Policies: If any of the required policies provide claims -made
coverage:
i. The retroactive date must be shown, and must be before the date of the
contract or beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of contract work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the contract
effective date, the Contractor must purchase "extending reporting"
coverage for a minimum of five (5) years after completion of work.
(8) Verification of Coverage: Contractor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage requiredby this
clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing allpolicy endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive the
Contractor's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at
any time.
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(9) Subcontractors: Contractor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Contractor
shall ensure that City is an additional insured on insurance required from
subcontractors.
(10) Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, and representatives from liability for personal injury, damages, just
compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
including death, and claims for property damage, which may arise from the negligent acts or
omissions or willful misconduct of the Contractor, its subcontractors, agents, employees, or
other persons acting on its behalf which relates to the services described in section 1 of this
Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
by reason of the events referred to in this Section. Notwithstanding the foregoing, to the extent
Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be
limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Further,
Contractor's obligations under this Section shall not extend to any loss, damages, or claims to
the extent arising from the negligent acts or omissions or willful misconduct of City or its
officers, agents, employees, or representatives.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and .
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Contractor to the City pursuant to this Agreement.
9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
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10. CONFIDENTIALITY
I£ Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. hi
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
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14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
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Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director, Finance and
Management Services Agency
City of Santa Ana
20 Civic Center Plaza (M-17)
P.O. Box 1988
Santa Ana, California 92702
Fax:714-647-5414
To Contractor:
PetData
Attn: Chris Richey, President
8585 N. Stemmons Fwy, Suite 1100N
Dallas, TX 75247
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
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A-2023-055
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Lemma
enntfer a
.I —Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By�/
Braddon Salvatierra
Deputy City Attorney
FOR APPROVAL:
Kathryn Dawns (Mar 24, 2023 08:53 PDT)
Kathryn Downs, CPA
Executive Director
Finance Management and Services Agency
CITY OFSANTA�ANA
(�`
' A�—
Kristine Ridge
City Manager
CONTRACTOR:
J Qtn r A
Chris Riche
President
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EXHIBIT A
SCOPE OF SERVICES
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.
CONTRACTOR RESPONSIBILITIES
1. 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.
O. 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.
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 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 CITY wishes to have CONTRACTOR's online tag
search enabled.
CITY RESPONSIBILITIES
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 loth 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 B
COMPENSATION
Fee Proposal including hourly rates if applicable
EXHIBIT B - COMPENSATION 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:
1) $4.30 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 tern 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 $4.40; 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 further 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 tern 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 A 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 A 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 A 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 A 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 A 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 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
A, and do not include, by way of example and not by way of limitation, any Start -Up Fee payable to
CONTRACTOR under Section B.
The fees paid to CONTRACTOR under this Section A are farther subject to reasonable adjustment in the
event that CITY adds, modifies, or eliminates any fees that are charged to Licensees during the tern 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 -Up 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 out-of-pocket costs related to any Bank
Account. CITY will reimburse CONTRACTOR on a monthly basis for any out-of-pocket 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 forty
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 reimburse CONTRACTOR
for the actual costs of mail box rental, mail forwarding and postage fees.
4) Supply Fee. I£ 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.
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 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.
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 finds 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.
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, bear 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)
18% 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 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 CITY. If CITY collects any animal license fee or any other amount that is subject
to this Agreement directly from 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.
A. Reports from CONTRACTOR. Within 15 business days after the end of each calendar month during
the 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 CI`fY has received during the
preceding calendar month from Licensees, veterinarians or any other source other than CONTRACTOR. Any
such report may be transmitted electronically or by any other means.
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 It.
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 11 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 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 shall 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.
COVENANTS REGARDING 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 stuns due CONTRACTOR under this Agreement.
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 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.
From: City of Santa Ana
To: ACamobellCaloetdata.com; Gutierrez, AI iandra; Quillen, Lesli ; 1Dike.haker.h4h4P5tatefann com
Subject: Internal Notice of Compliance
Date: Thursday, April 20, 2023 10:29:53 AM
u
NOTICE OF COMPLIANCE
CITI STAFF: PRINT THIS PAGE AND INCLF DE H9TT .AGREENIENT TO THE CLERIC OF THE COUNCIL
Contractor PetData, Inc.
Name:
Project TBD (040)
Number:
Project Agreement With PetData, Inc. To Provide Animal Licensing
Name: Services
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this
time.
The compliant coverage(s) are:
TYPE OF INSURANCE
POLICYTE)OIRATION
COI DATE FII E NAME l
NUMBER
DATE
-- - PetData
COI Santa
GENERAL LIABILITY
93TV33546
11/13/2023
04/12/2023 Ana (11-22
thru 1 l-
23).pdf
PetData
WORKERS COMPENSATION AND
COI —Santa
EMPLOYERS' LIABILITY
93EOW3096
07/11/2023
04/12/2023 Ana (11-22
thru I I-
23).pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team