Joint Memorandum of Understanding (MoU)
Between the City of Rohnert Park and the City of Cotati for Animal Licensing Services
I. Between:
This Memorandum of Understanding (“MOU”) is entered into between the City of Rohnert Park (hereinafter referred to as "Rohnert Park") and the City of Cotati, (hereinafter referred to as "Cotati"), (collectively, the “Parties”).
II. Purpose:
This MOU outlines the terms and conditions for the collaboration between Rohnert Park and Cotati to provide animal licensing services to their respective citizens using DocuPet. Collaboration jointly benefits both Parties to this MOU, by streamlining the animal licensing process, saving significant staff time for both Parties. Additionally, by Cotati joining DocuPet, the number of licensed animals exceeds the licensing threshold for Rohnert Park, allowing for lower cost implementation and on-going annual animal licensing fees.
III. Terms and Conditions:
A. Service Provider:
The Parties agree that Rohnert Park will engage DocuPet as the service provider for managing animal licensing processes (“Services”). Cotati shall not be a party to the Agreement between Rohnert Park and DocuPet; however, Cotati will coordinate with Rohnert Parks implementation and configuration of the services.
B. Fees and Revenue Sharing:
i) Animal Licensing Fees for Rohnert Park and Cotati shall be consistent with the respective city’s master fee schedule, including any discounted or waived fees. Any updates or changes to the fees for the Services shall be maintained by each jurisdiction in their respective master fee schedule.
ii) Rohnert Park and Cotati will receive all merchandise revenue from DocuPet in accordance with the jurisdiction of the licensed animal.
iii) Rohnert Park will receive all revenue directly from DocuPet, through the Rohnert Park Animal Shelter. Rohnert Park shall remit all Animal Licensing Fees received for licensees in Cotati to Cotati within ninety (90) days of receipt. Rohnert Park may deduct one dollar and fifty cents ($1.50) per Animal License Fee collected on behalf of Cotati. Cotati shall provide wiring instructions to Rohnert Park for electronic transfer of funds and Rohnert Park shall provide the copy of the report generated from the DocuPet system which confirms and ties to the total receipt of licensing fees. iv) On a recurring basis Rohnert Park, through Rohnert Park Animal Shelter, performs initial outreach to new dog owners to get them licensed by the city using adoption data obtained from Sonoma County (“Initial Outreach”). Rohnert Park will perform this additional service of Initial Outreach for Cotati, unless Cotati requests termination of this additional service in writing. Additional fees for this service may be billed to Cotati for two dollars and fifty cents ($2.50) per customer, not to exceed five hundred dollars ($500) per year. Such fees shall be approved by Cotati prior to incurring the fees and shall billed separately to the following address:
City of Cotati
Department of Administrative Services/Accounts Payable
201 W. Sierra Ave.
Cotati, CA 94931
[email protected]
C. Data Sharing:
The Parties commit to sharing necessary reasonable data with DocuPet for the effective administration of the Services.
The Parties additionally commit to security of data within the system while still permitting required access to support customer service for animal registration, lost animal search, and fiscal reporting. To facilitate data access, Cotati should at minimum have three DocuPet access accounts, including access to DocuPet customer support, as needed. One of the accounts for each party shall be able to update fees or fee waivers. All accounts must have the ability to access the data for customer service and run reports as needed.
D. Duration:
This MOU shall be effective from the date of signing and shall remain in force unless otherwise terminated by either Party in accordance with the terms herein. However, Rohnert Park is required to maintain an active DocuPet subscription in good standing to maintain Cotati’s access until this MOU is terminated.
E. Termination:
i) Either Party may terminate this MOU with sixty (60) days' written notice to the other party.
ii) Should Rohnert Park be in breach of its obligations under this MOU, which remains unrectified for a period of 30 days following written notification of such breach (or if such breach cannot be remedied within 30 days, Rohnert Park has not diligently commenced steps to remedy the breach within 30 days, Cotati may, at its option and without prejudice to any other rights or remedies it might have, immediately terminate this MOU.
F. Amendments:
Any changes to the terms and conditions of this MOU shall be agreed upon by both parties in writing.
IV. Indemnification
Each Party hereto (hereafter, “indemnifying Party”) shall indemnify, defend and hold harmless the other party, its officers, agents, employees and volunteers against any loss, cost, damage, expense, claim, suit, demand, or liability of any kind or character, including but not limited to reasonable attorney fees, arising from or relating to any negligent or wrongful act or omission of the Indemnifying Party, its officers, agents or employees, which occurs in the performance of, or otherwise in connection with, this agreement, but only in proportion to and to the extent such loss, cost, damage, expense, claim, suit, demand, or liability of any kind or character, including reasonable attorney fees, is caused by or results from the negligent or wrongful act or omission of the Indemnifying Party, its officers, agents, or employees.
V. Insurance Requirements
Both Parties are members of the California Intergovernmental Risk Authority (CIRA) and maintain adequate coverage to pay for claims as they relate to the services contemplated in this MOU VI. Relationship of the Parties
Rohnert Part and DocuPet are performing the Services as independent contractors. Rohnert Park and DocuPet have the sole right and obligation to supervise, manage, direct, and perform all work to be performed by its personnel under this MOU. The persons who perform the Services are employees of Rohnert Park, DocuPet (or its subcontractors) and shall be solely responsible for payment of compensation to such persons and for any injury to them in the course of their employment. Rohnert Park and DocuPet will assume full responsibility for payment of all taxes, withholdings and contributions required with respect to their employees.
VII. Governing Law:
This MOU shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law principles. Any proceedings shall be venued in the County of Sonoma.
VIII. Entire Agreement:
This MOU contains the entire understanding between the parties and supersedes all previous agreements and understandings, whether oral or written.
By signing below, the parties acknowledge their agreement to the terms and conditions outlined in this MOU.
Signatures:
For the City of Rohnert Park:
[Signature]
[Name]
[Title]
[Date]
For the City of Cotati:
[Signature]
[Name]
[Title]
[Date]
5506821.1