HomeMy WebLinkAboutC-4295 - PSA for Administration of Dog Licensing Programto
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PROFESSIONAL SERVICES AGREEMENT
1 WITH PETDATA, INC. FOR
ADMINISTRATION OF DOG LICENSING PROGRAM
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 18th day of September, 2014 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and PETDATA, INC., a Texas corporation ("Consultant"), whose address is
1850 Crown Drive, Suite 1110, Farmers Branch, Texas 75234, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to administer the City's dog licensing program
("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 30, 2018, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand-delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not-to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed One Hundred
Thousand Dollars and 00/100 ($100,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Marilee Seay to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance Department. City's
Revenue Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
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8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties') from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
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be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Evelyn Tseng, Revenue Manager
Finance Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Christopher A. Richey, President
PetData, Inc.
P.O. Box 141929
Irving, TX 75014-1929
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 9 /;Ohy
LM-
Aaron C- Marp
City Attorney
Ccr
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1013►I 1*
By:
Dave -"i
City Manager
ATTEST: a CONSULTANT: PetData, Inc., a Texas
Date: • 1� corporation
Date:
B: jov�---
Y
Leilani I. Brown
City Clerk
`0 Foa'
Signed in Counterpart
By:
Christopher A. Richey
President
Date:
Signed in Counterpart
By:
Marilee Seay
Vice President
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
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By: C e
Aaron C Harp
Assistant City Attorney
ATTEST:
rnN-qi n
renani brown,
City Clerk
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s
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CITY OF NEWPORT BEACH,
A Municipal Corporation
By: Q (—/—�j
len F>erroad
Revenue Manager
By: (J*4tnv A , M
Chris Ritchey
President
Print Name:c4rl' �o L A
By:
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Brian Camp
Vice President //'�
Print Name: ���o�, coq, -,o4 //
Attachments: Exhibit "A" — Scope of Services
Exhibit "B" — Schedule of Billing Rates
14
EXHIBIT A
SCOPE OF SERVICES
Consultant Responsibilities and Provisions
Consultant shall:
1. Manage daily operations of dog licensing, which shall include, but not be
limited to:
1.1 Processing licensing mail from pet owners;
1.2 Processing license sales and vaccination reports;
1.3 Entering and maintaining licensing and vaccination data;
1.4 Providing customer service; and
1.5 Depositing revenues
2. Provide veterinarians and other authorized agents of the City with the
supplies (reporting forms, vaccination certificates, citizen mailing envelopes,
etc.) necessary to sell license tags and/or provide information on citizens
vaccinating their dogs against rabies in compliance with the City's dog
licensing program as mandated by the City's Municipal Code. Supplies shall
be printed by Consultant;
3. Track monthly vaccination and/or sales reports from all veterinarians
participating in Dog Licensing Program and keep records of all tag inventories
at authorized agents of the City. Consultant shall provide this information to
City at City's request. Furthermore, consultant shall communicate directly
with veterinarians and the Orange County Health Officer as may be required
by City;
4. Process and mail license tags to customers within ten (10) business days
after receipt of the licensing payment and complete documentation;
5. Issue replacement license tags as needed;
6. Process rabies vaccination certificates on behalf of City and mail notices to
those pet owners who vaccinated their pet(s) against rabies, but did not
purchase license(s);
7. Mail renewal and reminder notices to pet owners;
8. Collect any and all fees associated with dog licensing for the City;
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9. Deposit all receipts collected for license fees, with the exception of those
payments made via credit card, Bank of America bank account at a local
branch;
10. Provide City with monthly reports in a format approved by City. At a minimum,
reports shall consist of the following:
10.1 Report of dogs licensed each respective month, complete with details
such as; Dog name & breed, Pet owners name and all contact
information, rabies information, tag number and fees collected;
10.2 Deposit Report; and
10.3 Summary of financial activity which shall include: number of one (1)
and two (2) year licenses issued; altered and unaltered dogs; late fees
collected; and replacement tags issued.
11. Provide City with statistical reports as requested, within ten (10) business
days of request;
12. Respond to and communicate with Animal Control Officer Inquiries or dog
owners' requests in a timely fashion;
13. Communicate with citizens by phone, mail or email as needed;
14. Comply with all state and local laws governing dog licensing;
15. Provide customers with ability to apply, renew and pay online at web site;
16. Provide customers with toll free phone number to reach customer service;
and
17. Provide a website or data system where Animal Control Officers and other
authorized users can access dog licensing and vaccination data. Data
system shall be searchable by various data fields such as license tag number,
pet owner name, phone number, pet name and other fields as requested.
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EXHIBIT B
SCHEDULE OF BILLING RATES
1. Base Fees
Consultant shall receive Base Fees as follows:
$3.95 per license for a one-year license or a replacement tag.
$2.00 for each additional year after year one if there are multi-year licenses.
$2.50 Collection Service Fee for each late fee collected during the term of this
Agreement.
The Base Fee for each license shall not be charged until each license is issued.
Data entry of rabies vaccination certificates and incomplete licenses, which may
or may not result in a license, are included at no extra charge. An agreed-upon method
to follow-up with pet owners who did not respond to a prior notice is also included at no
additional cost.
PetData is paid for all licenses issued during the Agreement period, including
those licenses issued over the counter by City and any authorized registrars or agents.
2. Start -Up Fee
The standard $1,000 Start -Up Fee is waived for the City of Newport Beach with
acceptance of this response.
3. Convenience Fee (paid by licensee, not by City)
PetData provides the option of licensing online via PetLicense and does not
charge the City for this service. If a pet owner chooses to license online, PetData
charges a convenience fee of $1.95 per transaction. Multiple pets may be licensed per
transaction. Pet owners may choose to mail in their application if they do not wish to pay
the convenience fee.
4. Additional Service Fees or Costs
4.1 Postage Rates. If the United States Postal Service increases its
postage rates during the contract term, PetData may adjust its fees
from time to time in order to compensate PetData for actual increased
postage costs. PetData will notify the City thirty days prior to the date
that any increase described in this paragraph will go into effect.
4.2 City -Imposed Rate Increases. The fees paid to PetData are further
subject to reasonable adjustment in the event that the City adds,
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modifies or eliminates any fees that are charged to Licensees during
the term of this Agreement. PetData and the City of Newport Beach
agree to negotiate any such reasonable adjustments in good faith.
5. Optional Services and Fees
The following fees or cost reimbursements will apply to the extent that the
corresponding services described below are requested by the City of Newport Beach:
5.1 Cost of Bank Account. The City of Newport Beach will be responsible
for all out-of-pocket costs related to any Bank Account. The City will
reimburse PetData on a monthly basis for any out-of-pocket costs for a
Bank Account that are paid by PetData. City may request copies of
bank statements for a Maintained Account at any time and PetData will
provide available bank statements for that Maintained Account within
five business days after a request is received.
5.2 Bank Deposit Mailing Fees. If the City of Newport Beach requires
PetData to deposit money into a City Account other than at a branch
located in the city where PetData's principal office is located, PetData
may make any deposit to that City Account by means of any form of
U.S. Mail or overnight delivery service, and the actual cost to transmit
the deposits to the required bank location will be borne by the City and
included in invoices submitted to the City for the Services.
5.3 Postal Box/Mail Forwarding Fee. If the City requests PetData to
establish a local post office box for mail collection and forwarding, the
City of Newport Beach will pay or reimburse PetData for the actual
costs of mail box rental, mail forwarding and postage fees.
5.4 Supply Fee. If the City requests changes to supplies which it has
previously approved, including but not limited to fee or program
changes, the City will be responsible for the actual costs associated
with changing, replacing or discontinuing the use of the previously
approved supplies. If contract is terminated by City for any reason other
than for cause, City of Las Vegas will remain responsible for the actual
cost of supplies purchased on its behalf.
5.5 Lock Box Fees. If the City chooses to utilize a lockbox, the actual fees
and costs associated with the lockbox, including the cost to forward mail
to PetData from a lockbox, shall be borne solely by the City of Newport
Beach.
PetData, Inc. Page B-2
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
PetData, Inc. Page C-1
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
PetData, Inc. Page C-2
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
PetData, Inc. Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. "
Date Received: 11/3/14 Dept./Contact Received From: Anthony
Date Completed: 12/2/14 Sent to: Anthony By: Chris
Company/Person required to have certificate: Pet Data, Inc.
Type of contract: All Others _
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 11/13/14-11113/15
A.
INSURANCE COMPANY: State Farm Lloyds
B.
AM BEST RATING (A-: VII or greater): B++:XII
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
❑ Yes E No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
2,000,000/4,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
E Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
E Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
E Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
E Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
❑ Yes E No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
E N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A E Yes ❑ No
H. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: Auto Exemption Form Signed
A. INSURANCE COMPANY:
B. AM BEST RATING (A-: VII or greater)
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
❑ Yes ❑ No
Haulers only): E N/A ❑ Yes
G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes
H. NOTICE OF CANCELLATION: ❑ N/A E Yes
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 7111/14-7111/15
A. INSURANCE COMPANY: State Farm Fire and Casualty Company
B. AM BEST RATING (A-: VII or greater): A+;XV
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO. WHICH ITEMS NEED TO BE COMPLETED?
Approved:
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
12/2/14
Date
® Yes ❑ No
® Yes ❑ No
1,000,000
® Yes [--]No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than$ ) ❑ NIA ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management approval needed for non -admitted status and for AM Best's Financial Strength Rating (B++)
of general liability carrier. Approved by Sheri
Approved:
Risk Management
* Subject to the terms of the contract.
Date
AUTOMOBILE INSURANCE COVERAGE —
MODIFIED COVERAGE PROVISIONS
I hereby certify that in the performance of Dog Licensing Program Administration Services (hereby
defined as "Work") for which this Agreement is entered into, the following provisions shall apply to the
Automobile Insurance coverage applicable to this Agreement:
Automobile Insurance
In the performance of Work for which this Agreement is entered into, Petdata shall, during the entire
duration of the Agreement term, not use automobiles or drive any vehicles while performing any and all
Work pursuant to this Agreement for the City of Newport Beach.
As such, the City of Newport Beach shall waive Automobile Insurance Coverage requirements for this
Agreement.
Unless specifically authorized in writing from the City, any and all other insurance provision terms and
conditions as set forth in Exhibit C of this Agreement shall prevail and remain unchanged.
Executed on this 3 f41 -L day of Ne ue . &, , 20L at Newport Beach, California.
i
A.
(Contractors Signature►
(Print Contractor's Name and Title)
C—`I&6I S
(Print Contract Number)
City of Newport Beach
Risk Management Approval
PROFESSIONAL SERVICES AGREEMENT WITH
PETDATA, INC.
FOR DOG LICENSING
cJ
.+c
THIS AGREEMENT is made and entered into as of this '30 day of _ ,
2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation
("City"), and PETDATA, INC., a Texas Corporation, whose address is 1850 Crown
Drive, Farmers Branch, TX 75234, Texas ("Consultant"), and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City intends to outsource its dog licensing operations and desires to engage
Consultant to manage City's dog licensing program ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal members of Consultant for purposes of the Project shall be Marilee
Seay, Mark Gilbert and Brian Campbell.
E. City solicited and received a proposal from Consultant, reviewed the previous
experience and evaluated the expertise of Consultant, and desires to retain
Consultant to render professional services under the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the Lr day of 'Zwr , 2011, unless terminated earlier as set
forth herein. Upon mutual agreemerit, City and Consultant may extend the term
for two (2) additional consecutive terms of twelve (12) months each. Such option
must be exercised within thirty (30) days of the expiration of the prior term.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit "A" and incorporated herein by reference.
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due
to causes beyond Consultant's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Consultant's
control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit "B" and incorporated herein by reference.
Consultant's compensation for all work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not
exceed Twenty Thousand Dollars and no/100 ($20,000.00) without prior
written authorization from City. No billing rate changes shall be made during the
term of this Agreement without the prior written approval of City.
4.1 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. Consultant's bills shall include a brief
description of the services performed and/or the specific task in the Scope
of Services to which it relates, the date the services were performed, and
a description of any reimbursable expenditures. City shall pay Consultant
no later than thirty (30) days after submission of the monthly invoice to
City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the Project, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation
for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit "B".
5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Marilee Seay to
be its Project Manager. Consultant shall not remove or reassign the Project
Manager or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld
with respect to the removal or assignment of non -key personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Revenue Division. Glen Everroad
shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator or his authorized representative
shall represent City in all matters pertaining to the services to be rendered
pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, provide one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Consultant's
work schedule.
B. Provide historical licensing data, consisting of licenses older than 90 days,
in a readily importable format.
S. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner commensurate
with community professional standards. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed
work, Consultant certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Consultant to practice its
profession. Consultant shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Consultant's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims"),
which may arise from or in any manner relate (directly or indirectly) to any breach
by Consultant of the terms and conditions of this Agreement, any work performed
or services provided under this Agreement by or on behalf of Consultant
including, without limitation, defects in workmanship or materials or Consultant's
presence or activities conducted on the Project (including the negligent and/or
willful acts, errors and/or omissions of Consultant, its principals, officers, agents,
employees, suppliers, consultants, subcontractors, anyone employed directly or
indirectly by any of them or for whose acts they may be liable or any or all of
them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole or concurrent negligence or willful misconduct of the Indemnified Parties,
and Claims do not include any consequential damages that may be incurred by
any of the Indemnified Parties. Nothing in this indemnity shall be construed as
authorizing any award of attorney's fees in any action on or to enforce the terms
of this Agreement. This indemnity shall apply to all claims and liability regardless
of whether any insurance policies are applicable. The policy limits do not act as
a limitation upon the amount of indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Consultant or any of Consultant's employees or agents, to be the agents or
employees of City. Consultant shall have the responsibility for and control over
the means of performing the work, provided that Consultant is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Consultant as to the details of the performance or to
exercise a measure of control over Consultant shall mean only that Consultant
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
5
interest in the work to be performed. City agrees to cooperate with the
Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his duly
authorized designee informed on a regular basis regarding the status and
progress of the Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work. Consultant shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coverape(10 calendar days written notice
of non-payment of premium) prior to such change. The insurer
shall agree to waive all rights of subrogation against City, its
officers, agents, employees and volunteers for losses arising from
work performed by Consultant for City.
Consultant shall maintain Workers' Compensation Insurance and
Employer's Liability Insurance for his or her employees in
accordance with the laws of the State of California. In addition,
Consultant shall require each subcontractor to similarly maintain
Workers' Compensation Insurance and Employer's Liability
Insurance in accordance with the laws of the State of California for
all of the subcontractor's employees. Any notice of cancellation or
non -renewal of all Workers' Compensation policies must be
received by City at least thirty (30) calendar days
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall provide automobile
liability coverage under its General Liability Policy.
E. Endorsements. Each general liability insurance policy shall be endorsed
with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self-insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
7
iv. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
V. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either party
except after thirty (30) calendar days (10 calendar days written
notice of non-payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. Control means fifty
percent (50%) or more of the voting power, or twenty-five percent (25%) or more
of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
8
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
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 Consultant's drawings and
specifications provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of
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City to examine, audit and make transcripts or copies of such records and
invoices during regular business hours. Consultant shall allow inspection of all
work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Consultant under this
Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his/her designee
with respect to such disputed sums. Consultant shall be entitled to receive
interest on any withheld sums at the rate of return that City earned on its
investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and/or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
23. EXCLUSIVE AGREEMENT
City agrees, for the term of this Agreement, that Consultant shall be the exclusive
provider of the services described in Exhibit "A".
24. CONFLICTS OF INTEREST
The Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold
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harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first-class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Glen Everroad, Revenue Manager
Administrative Services Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92663
Phone: 949-644-3144
Fax: 949-644-3723
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attention: Chris Richey, President
PetData
PO Box 141929
Irving, TX 75014-1929
Phone: 214-821-3100
Fax: 214-821-3106
26. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of ten (10) calendar days, or if more than ten (10) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within ten (10) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, and thereafter diligently take steps to cure
the default, the non -defaulting party may terminate the Agreement forthwith by
giving to the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
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thirty (30) calendar days prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information
developed or accumulated in the performance of this Agreement, whether in draft
or final form.
27. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
30. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
31. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction which
might otherwise apply.
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32. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Consultant and City and approved as to form by the City
Attorney.
33. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
35. EQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By: ArM— C
Aaron C Harp
Assistant City Attorney
✓"' City Clerk 11
so
CITY OF NEWPORT BEACH,
A Municipal Corporation
By: Q 1
len erroad
Revenue Manager
i
By: L641, A - l
Chris Ritchey
President
Print Name:Crl'skple. A • R �%•
By:
Brian Ciim—phW
Vice President
Print Name: 1?r1b„ CAS, //
Attachments: Exhibit "A" — Scope of Services
Exhibit "B" — Schedule of Billing Rates
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EXHIBIT "A"
Scope of Services
Consultant shall:
1. Manage daily operations of dog licensing, which shall include, but may not be limited to: processing
the licensing mail from pet owners; processing license sales and vaccination reports; entering licensing
and vaccination data; providing customer service and depositing money.
2. Provide veterinarians and other authorized registrars with reasonable quantities of supplies (reporting
forms, vaccination certificates, citizen mailing envelopes, etc.) necessary to sell license tags and/or
report information on citizens vaccinating their dogs against rabies to the Dog License Program.
Supplies are to be printed in one color with the design and layout to be determined by Consultant.
City shall be responsible for purchasing license tags to Consultant's specifications and shipping them
to Consultant. Consultant recommends that tags be shipped directly from tag vendor to Consultant to
reduce shipping costs.
3. Track monthly vaccination and/or sales reports from all veterinarians participating in dog licensing
program and keep records of all tag inventories at authorized registrars. Consultant shall provide this
information to City at City's request. Furthermore, Consultant shall communicate directly with
veterinarians and the Orange County Health Officer as may be required by City.
4. Enter all new and renewal licenses into Consultant's proprietary database, provided that all information
has been submitted to Consultant in a complete and accurate format.
5. Process and mail license tags to customers within ten business days after receipt of the licensing
payment and complete documentation as required by local ordinance.
6. Issue replacement license tags as needed.
7. Process rabies vaccination certificates on behalf of City and mail notices to those pet owners who
vaccinated their pet(s) against rabies, but did not purchase license(s). City shall have the right to
review and edit all notice forms sent on its behalf prior to transmittal.
8. Mail renewal and reminder notices to pet owners who have a prior license that will be expiring in the
near future. Mailing timetables are to be mutually agreed upon.
9. Deposit all receipts collected for license fees, with the exception of those payments made via credit
card, into a Bank of America bank account at a local branch in Irving, TX. Credit card payments will
be processed through Consultant's merchant account and paid to City monthly. Mailing expenses
associated with sending payments to City will be borne by City.
10. Provide a monthly report of licensed dogs. Format of report is to be mutually agreed upon.
11. Provide statistical reports as requested within a timely manner. Depending on the information
requested, Consultant can provide most reports within five (5) business days.
12. Respond to and communicate with animal control officer inquiries or dog owners' requests in a timely
fashion.
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13. Communicate with citizens by phone, mail or email as needed.
14. Comply with all state and local laws governing dog licensing.
15. Provide secure password -protected access to animal licensing data via a web -based application
developed by Consultant. Access will be granted only to authorized City personnel, and the application
will be available 24 hours a day, 7 days a week except for periodic maintenance by Consultant or
internet outages outside Consultant's control. The application will allow City to search licensing data
by various criteria, including but not limited to pet owner name, address, phone number, and license
tag number.
16. Provide an online license tag lookup to the public to include the owner's last name, any available
phone numbers and the pet's name and description. Consultant may remove this feature from its
website at City's request.
IMPORTANT: TRANSITION PHASE
Consultant plans to begin processing licenses sixty (60) days from the date the
Agreement is executed provided City meet the following requirements:
1. City shall provide historical license data files ("Data") within five (5) business
days from the date that the Agreement is executed.
2. Consultant requires certain supplies, Data, feedback, process information and
approvals for such items as form designs ("Deliverables") in order for
Consultant to begin processing licenses. Such Deliverables shall be requested
by Consultant throughout the 60 -day transition phase and City shall provide
such requested Deliverables within five (5) business days from Consultant's
date of request.
Any delays in providing Deliverables will result in delays in implementing this
Agreement. Representations made in this Exhibit "A" with regards to processing time for
data entry and tag mailings are contingent upon all Deliverables being provided to
Consultant in a timely manner.
EXHIBIT B - FEES
1. Base Fees
CONTRACTOR shall receive base fees as follows:
• $3.85 per license for a one-year license or a replacement tag. A one-year license shall be defined
as any license issued with a term of 1-18 months.
• $2.00 for each additional year of a multi-year license. A two-year license shall be defined as any
license issued with a term greater than 18 months and up to 30 months. A three-year license shall
be defined as any license issued with a term greater than 30 months up to 36 months.
Contractor is paid for all licenses issued during term of this Agreement, whether they are issued by
Contractor, City or an agent of the City.
• $2.50 Collection Service Fee for each late fee collected during the term of this Agreement, if
applicable.
2. Start -Up Fee $1.000 one-time only start -un fee.
There are no Start -Up Fees for term extensions and/or renewals.
Note: Postal Surcharge. In the event that the United States Postal Service increases its postage rates during
the term of this contract in a manner that affects CONTRACTOR'S cost to provide service to Newport
Beach, both parties agree that CONTRACTOR'S fees may be adjusted to compensate CONTRACTOR for
actual increased costs. The justification for such increase will be submitted to CITY for approval.
ADDITIONAL SERVICE FEES
The following fee(s) will only apply if services are requested by CITY.
1. In the event CONTRACTOR establishes and/or maintains a separate bank account on behalf of CITY,
CITY will be responsible for the actual cost of the bank account. Any bank fees will be paid directly
by CONTRACTOR and CONTRACTOR will be reimbursed for those fees on a monthly basis. CITY
can request copies of the bank statements at any time and CONTRACTOR will provide bank
statements within five business days.
2. Bank Deposit Mailing Fees:
In the event that CONTRACTOR is required to deposit money into an CITY bank account other than
at a local branch in Texas, the actual cost to mail the deposits to CITY'S bank will be added to the
invoice submitted to CITY.
3. Postal Box/Mail Forwarding Fee:
In the event that CITY requests CONTRACTOR to establish a local post office box for mail collection
and forwarding, CITY will be billed for the actual costs of mail box rental, mail forwarding and
postage fees.
4. Supply Fee:
In the event that CITY requests changes to supplies which it has previously approved, CITY will be
responsible for all reasonable costs associated with changing, replacing or discontinuing the use of the
previously approved supplies.
5. Lock Box Fees:
In the event that CITY utilizes a lockbox, 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.
CHARGES TO LICENSEE, NOT CITY
1. Online Transaction Fees (Paid by licensee, not by CITY):
$1.75 per online transaction to be charged to licensee.
2. Bad Check/Payment Fees (Paid by licensee, not by CITY):
If CONTRACTOR establishes a depository account on behalf of CITY, CONTRACTOR shall be
entitled to charge a fee of $25.00 to any individual who submits a check or payment which is not valid
or otherwise returned for any reason.