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AGREEMENT FOR ANIMAL LICENSING SERVICES
THIS AGREEMENT FOR ANIMAL LICENSING SERVICES (“Agreement”) is made and entered into by and between CITY OF REDONDO BEACH, a chartered municipal corporation, hereinafter called “ CITY,” and PETDATA, INC., a Texas for-profit corporation, hereinafter called “ CONTRACTOR,” as of January 19, 2021 the Execution Date”).
For good and valuable consideration, CITY and CONTRACTOR agree as follows:
1. 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 provisions of the main body of this Agreement, the provisions of the main body of this Agreement will prevail.
2. OVERSIGHT AND COORDINATION
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 performance 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 sole discretion of CONTRACTOR. 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, (ii) the inaccuracy, incompleteness, or other insufficiency of any data furnished by or on behalf of CITY to CONTRACTOR under or in 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.
4. CUSTOM SUPPLIES
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.
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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.
6. 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) For Months 1-36 of Agreement:
4.20 for each one-year license or replacement tag.
6.20 for each two-year license or replacement tag.
8.20 for each three-year license or replacement tag.
2) For Months 37-60 of Agreement:
4.30 for each one-year license or replacement tag.
6.30 for each two-year license or replacement tag.
8.30 for each three-year license or replacement tag.
3) $ 2.50 collection service fee for each late fee, if any, paid by a Licensee during the term of this Agreement.
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 forthe 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 3 -
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 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-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) 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 -
3) 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. 4) 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 $ 35.00 ( 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 so long as bank fees remain responsibility 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 authorized parties of the CITY and CONTRACTOR. CONTRACTOR shall not be required to perform any such additional Services unless and until the parties have entered into a written amendment to 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.
8. REPORTS
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 CITY 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. 5 -
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 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):
Upon opening a Maintained Account, CONTRACTOR shall deposit no more than $100 to fund account. 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, including initial $100 deposit, 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.
10. TERM
The initial term of this Agreement will commence on the Execution Date and will expire at the close of business on January 18, 2026, 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 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. 6 -
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 fifteen 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.
12. PERMITS AND REQUIREMENTS
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. Legal 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 should 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. In no event shall the CITY be liable in the event the changes are not communicated to the CONTRACTOR and any lack of communication shall not be deemed cause to terminate this Agreement.
13. 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 including without limitation the State Public Records Act, 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. 7 -
14. INDEMNITY
Subject to the limitations on CONTRACTOR’ s liability set forth elsewhere in this Agreement, CONTRACTOR agrees to indemnify and hold harmless CITY and its officers and employees from and against any and all claims, lawsuits, judgments, costs and expenses for personal injury (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, gross negligence 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. TERMINATION
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 6A 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 CONTRACTOR’ s basic fees under Section 6A with respect to animal licenses or renewals that are in process at the time of termination. 8 -
C. Without Cause.
CITY may terminate this Agreement without cause, on no less than thirty ( 30) days prior written notice to CONTRACTOR, provided that such termination shall not relieve CITY of payment obligations incurred prior to the date of such termination.
D. 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 strikes or other cause beyond CONTRACTOR' s reasonable control. To the extent CONTRACTOR is able to do so, CONTRACTOR shall provide written notice to CITY of any event described in this Section within ten (10) business days after the occurrence of such event.
18. RECORDS/AUDIT
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 five years thereafter. CONTRACTOR shall further maintain any Records that were either received or originally generated by CONTRACTOR in paper or electronic form for a period of five 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 paper Records in existence at the expiration of any such five-year period or at the termination of this Agreement 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 five 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.
19. NOTICES
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:
Finance Director
City of Redondo Beach
415 Diamond St, Door 1
Redondo Beach, CA 90277
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Fax: 310-937-6666
Notices to CONTRACTOR shall be addressed as follows:
Chris Richey, President
PetData, Inc.
P.O. Box 141929 ( if mailed)
Irving, Texas 75014-1929
8585 N Stemmons Fwy, Suite 1100N ( if delivered)
Dallas, Texas 75247
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 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.
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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. Assignment; Binding Effect.
Neither party may assign this Agreement without the prior written consent of the other party. 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. Counterparts.
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 11 -
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]
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EXECUTED by CITY and by CONTRACTOR on the respective dates set forth below to be effective as of the Execution Date.
CITY: CITY OF REDONDO BEACH
By:_____________________________________
Printed Name: WILLIAM C. BRAND
Title: MAYOR
Date of Execution: JANUARY 19, 2021
APPROVED AS TO FORM: ATTEST:
By:_________________________________ By:__________________________________ Printed Name: MICHAEL W. WEBB Printed Name: ELEANOR MANZANO Title: CITY ATTORNEY Title: CITY CLERK
CONTRACTOR: PETDATA, INC.
By:_______________________________________
Printed Name:______________________________
Title: _____________________________________
Date of Execution:___________________________ 1/ 12/ 2021 | 12: 38 PM PST Chris Richey
CEO
Diane Strickfaden,
Risk Manager
1/ 22/ 2021 | 12: 34 PM PST 1/ 24/ 2021 | 10: 41 PM PST Exhibit A – Page 1
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.
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.
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 in the event Veterinary Clinics sell licenses.
Exhibit A – Page 2
B. Process and enter rabies vaccination records from local veterinary clinics in the event it is required by CITY ordinance.
C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to CITY in the event subsection B applies.
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. CONTRACTOR shall provide the reports within five business days. However, CONTRACTOR may request an extension; provided, however, that the reports shall be provided no later than thirty 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 provides a written request 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 10th calendar day of the month for the prior month’ s sales.
3. Give CONTRACTOR at least 30 days’ notice of license fee or ordinance changes in accordance with Section 12.B of the Agreement.
4. Respond to CONTRACTOR inquiries in a timely fashion.
5. Provide feedback to CONTRACTOR regarding program and customer matters.