2023/12/12 City Council Resolution 2023-095 RESOLUTION NO. 2023-095
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH
DOCUPET CORPORATION FOR MANAGEMENT OF ANIMAL LICENSING IN THE
CITY OF ROHNERT PARK
WHEREAS, the City of Rohnert Park owns and operates the Rohnert Park Animal
Shelter at 301 J. Rogers Lane and provides animal services to the City of Rohnert Park and the
City of Cotati; and
WHEREAS, the State of California requires that all dogs be licensed as part of their
rabies program; and
WHEREAS, the City of Rohnert Park also requires that all cats and pot-bellied pigs be
licensed for rabies protection; and
WHEREAS,the City has managed animal licensing in-house since 1962; and
WHEREAS, the number of animal licenses sold annually has decreased significantly
since 2015; and
WHEREAS, the City does not have adequate personnel to effectively maintain or
increase the number of licenses sold; and
WHEREAS, the City desires to contract with a third-party animal licensing vendor,
DocuPet Corporation, to manage all aspects of the animal licensing program.
NOW, THEREFORE, BE IT RESOLVED that the City Manager of the City of
Rohnert Park is hereby authorized and directed to execute the Agreement with DocuPet for
animal licensing services.
ULY AND REGULARLY ADOPTED this 12th day of December, 2023.
CITY OF ROHNERT PARK
a odriguez, Mayor
ATTEST:
Sylvia Lopez Cuevas, City Clerk
Attachment: Exhibit A
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Pet Licensing Services Agreement
This Pet Licensing Services Agreement (this “Agreement”), is entered into this 12 day of
December, 2023 (the “Effective Date”) by and between DocuPet Corp., a Delaware corporation
with offices at 15 Technology Place, East Syracuse, NY 13057 (“DocuPet”), and City of Rohnert
Park, a municipal corporation whose primary place of business is 130 Avram Avenue, Rohnert
Park, CA 94928 (the “Organization”).
Background
DocuPet has developed and operates a program for providing pet licensing services.
The Organization wishes to engage DocuPet to perform certain pet licensing services for Rohnert
Park Animal Services and its residents.
FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby
acknowledged by both parties), the Organization hereby engages DocuPet to perform, and
DocuPet agrees to perform, those certain services described in Schedule A to this Agreement
subject to and in accordance with the terms and conditions contained in Schedule B to this
Agreement.
Schedules A, B, and C are attached and incorporated into this Agreement by reference and form
a part of this Agreement. The documents comprising this Agreement and their order of
precedence in case of conflict are:
(1) this covering Agreement,
(2) Schedule A – DocuPet Service Deliverables
(3) Schedule B – DocuPet General Terms and Conditions
(4) Schedule C – Pet License Fees
The foregoing documents together constitute the entire and final Agreement of the parties with
respect to the subject matter of this Agreement.
DOCUPET CORP.
By:________________________________
Name: Grant Goodwin
Title: Chief Executive Officer
ROHNERT PARK ANIMAL SERVICES
By:________________________________
Name: Marcela Piedra
Title: City Manager
Approved as to
Form:________________________________
Title: City Attorney
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CONTACT INFORMATION FOR THE ORGANIZATION
Contact Name and Title: Cindy Bagley, Director of Community Services
Address: 5401 Snyder Lane
Phone: 707-588-3452
Email: Cbagley@rpcity.org
Fax N/A
CONTACT INFORMATION FOR DOCUPET
Contact Name and Title: Grant Goodwin, Chief Executive Officer
Address: 15 Technology Place
East Syracuse, NY 13057
Phone: 1-855-249-1370
Email: grant.goodwin@docupet.com
Fax: 613-547-5529
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SCHEDULE A
to Pet Licensing Services Agreement
SERVICE DELIVERABLES
1. DEFINITIONS
a. Unless otherwise defined in this Schedule A, capitalized terms used in this
Schedule A shall have the meaning given to those terms in Schedules B and C to
this Agreement.
2. SERVICES
a. During the Term, DocuPet will provide to the Organization the pet registration
services described in this Schedule A (collectively, the “Services”) subject to and
in accordance with the terms set out in this Agreement. DocuPet may also provide
additional Optional Services (as defined in Schedule B below) to Pet Owners which
are not part of this Agreement but which may be offered through the Website (as
defined below) or through any other medium or in any other manner.
b. Website
i. Organization-branded Pet Owner Portal
1. Applications for Pet Registrations
a. Pet Owners shall have the option of applying for Pet
Registrations electronically through the DocuPet Website.
b. Pet Owners may apply for pet registration through the
DocuPet Website by providing the following information
and/or such other information as DocuPet and the
Organization may agree (“Registration Information”):
i. Name
ii. Email
iii. Address
iv. Telephone – day and evening
v. Name of pet
vi. Species (Dog or Cat)
vii. Breed and description (sex, color, age, etc.)
viii. Spayed or neutered
ix. Microchipped
x. Rabies vaccination and date
xi. Alternate contact information
xii. Pet Date of Birth
2. Payment of Pet License Fee
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a. At the time of Registration made via the Website, each Pet
Owner shall pay a Pet License Fee for each Pet based on
the rates set out in Schedule C (the “Pet License Fee”).
The Pet License Fee for each Pet Registration shall be
paid through the Website by credit card, debit card or other
payment method (as determined by DocuPet at its
discretion). Pet Owners may be charged an Online
Processing Fee for purchases made via the Website.
ii. Administrative Portal
1. Pet Registrations
a. The Organization may allow their employees, volunteers
and contractors/designates to accurately input Pet
Registration Information into the application on the
Website. DocuPet shall have no responsibility for verifying
the accuracy or completeness of any Registration
Information or for any errors therein.
2. Data Upload and Download
a. DocuPet agrees to provide for the uploading of Pet
Registration Information that is provided to DocuPet in its
standardized format.
b. DocuPet agrees to provide for the downloading of Pet
Registration Information. Downloaded Pet Registration
Information will be provided in DocuPet’s standardized
format.
3. Reporting
a. DocuPet agrees to provide its standard reporting tools to
the Organization including those providing record and
financial information related to Pet Registrations.
b. Specialized or customized reports may be subject to
additional fees.
4. Community Canvassing
a. DocuPet will provide its Community Canvassing module
allowing for Organization users to map zones and log visit
inputs in the Software.
iii. Data Storage
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1. All Registration Information that is inputted through the Website
will be stored within the Software so that the Registration
Information may be accessed by the Organization, DocuPet
Personnel and other persons authorized by the Pet Owner.
iv. Website Support
1. DocuPet agrees to provide to the Organization ongoing support
and maintenance of the Website, including updates and access to
future versions of the Website. Support and maintenance for the
Website includes: ongoing problem identification, resolution
services, and correction of programming errors, so that the
Website will at all times conform to the specifications.
2. Should the Organization request customizations to DocuPet’s
Website functionality, additional fees may apply. The Organization
will be notified in advance if such fees are to be incurred and work
will not begin until a total sum for the customization(s) has been
agreed upon. DocuPet reserves the right to refuse Website
functionality customization requests.
c. Account Support
i. DocuPet will be responsible for:
1. Overseeing and managing DocuPet’s obligations under this
Agreement;
2. Conducting the necessary tasks to implement the Services
outlined in this Agreement; and
3. Answering the Organization’s queries and cooperating with the
Organization to address issues relating to the Services deemed
urgent by the Organization.
ii. Training
1. DocuPet agrees to provide the Organization with training
regarding the usage of the Website via Video Conference-based
sessions prior to the launch of the Services.
2. Training videos and online help content will be provided via the
Administrative Portal.
d. Customer Service
i. DocuPet will provide all technical and other customer support for Pet
Owners with respect to the Website and the Services, with support being
provided during normal business operation hours of 9:00AM to 8:00PM
EST Monday to Friday, holidays excepted.
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e. Ordinance Awareness
i. DocuPet will design marketing collateral including a brochure, two
postcards, a poster, and up to two additional pieces at the time of the
launch of the Services. The Organization will be responsible for producing
these materials and may, for an additional fee, request that DocuPet
produce these materials.
ii. DocuPet will develop and promote a media release to local media outlets
at the time of the launch of the Services.
iii. Additional marketing collateral designs or productions may be requested
by the Organization. A pricing rate card for all materials can be provided
to the Organization at any time. Additional fees for this work will apply.
iv. DocuPet may endeavor to promote awareness of the Organization’s
ordinances and regulations relating to pet registration and responsible pet
ownership in various ways.
f. Pet Tags
i. DocuPet agrees to provide Pet Tags for each Pet Registration where a
Pet Tag is required.
g. Pet Tag Mailings
i. Unless delivered physically by the Organization at the time of purchase,
DocuPet shall send applicants confirmation of their Pet Registration
number, a Pet Tag if required, and other information or documents related
to the Services, the Organization and DocuPet
h. License Compliance Notifications
i. Emailed License Compliance Notifications
1. At the direction of the Organization, DocuPet shall prepare and
deliver License Compliance Notifications (“License Compliance
Notifications”) via e-mail.
ii. Mailed License Compliance Notifications
1. At the direction of the Organization, DocuPet shall prepare and
deliver License Compliance Notifications via regular mail.
2. A maximum of two (2) mailed notifications will be sent per expiring
Pet Registration.
iii. Standard Templates
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1. DocuPet will provide the Organization with its standard License
Compliance Notification template and timing cadence.
i. Data Handling
i. DocuPet personnel shall add or edit Registration Information via the
Website. This information may be added via any of the following methods:
1. Mailed-in Application Form Processing;
2. Formatting pet data provided by third parties;
3. Returned Mail Processing for letters returned to DocuPet offices;
4. Hand-keying information when a Pet Owner has contacted
DocuPet’s Customer Service team.
3. DOCUPET PLATFORM STANDARDS
a. Connectivity
i. The Organization acknowledges and agrees that access to the Website
and the Software require Internet connectivity and use of a latest-version
web browser and that DocuPet is not responsible for the inability of the
Organization, Pet Owners or potential Pet Owners to access the Website
or the Software as a result of failures of any of their applicable internet
access provider or use of outdated or non-current versions of software.
b. Backup and Disaster Recovery
i. DocuPet shall provide such back-up, disaster recovery and storage
capabilities as typically provided in its industry so as to provide
reasonable availability of the Services during an event that would
otherwise affect the delivery of the Services.
c. PCI Compliance
i. DocuPet shall comply with payment card industry (PCI) security
standards. DocuPet shall utilize a payment processing company (Stripe,
or a competitor(s) of Stripe) for processing payments received through
the Website.
d. Data Protection
i. DocuPet shall ensure that the platform and all services are in compliance
with applicable Laws relating to data protection. For clarity, this includes
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personal information gathering, use and disclosure whether in the form of
Registration Information or Organization Data. DocuPet shall maintain a
log-in account and password that permits access to Pet Owner's accounts
and Registration Information for the purposes of providing the services as
outlined in this agreement. DocuPet will promptly notify the Organization
upon its becoming aware that any of its passwords have been stolen,
leaked or otherwise compromised. The Organization will promptly notify
DocuPet upon its becoming aware that any of its passwords have been
stolen, leaked or otherwise compromised.
e. Location
i. The servers hosting the Licensed Software shall be under United States
legal jurisdiction and that the data in their possession shall be collected,
managed and stored in accordance with any applicable privacy Laws.
f. Backup
i. DocuPet will ensure there are offsite backups performed each day.
DocuPet will, as a minimum on a monthly basis, ensure the backups are
sufficient and can restore/regenerate the system in the event of a server
failure. On request, the Organization will be allowed to review
architecture and ability to meet performance obligations.
g. Service Level
i. The Website is engineered to be available 24 hours a day, 7 days a
week, 52 weeks a year. The Website shall meet industry standard
accessibility service levels and shall operate on all major modern browser
platforms. Due to various factors, users may experience system
unavailability (unscheduled downtime). In the event that unscheduled
downtime exceeds 4 hours a month, during normal business operation
hours (9:00AM to 5:00PM EST Monday to Friday, holidays excepted), or
unscheduled downtime exceeds 8 hours outside normal business hours
(9:00AM to 5:00PM EST Monday to Friday, holidays included), DocuPet
will provide the Organization with a remediation plan. Three consecutive
months of greater than 4 hours of downtime, during normal business
operation hours (9:00AM to 5:00PM EST Monday to Friday, holidays
excepted), or 8 hours outside of normal business hours, will be grounds
for immediate contract termination. Unscheduled downtime instances will
be reported to the Organization on demand and quarterly. DocuPet will
work with the Organization to prepare a document outlining the
procedures and communication protocols that will be put in place in the
event of scheduled and unscheduled downtime. A contingency plan for
downtime procedures will also be included in this document.
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h. Control of Website
i. The Website and all content on the Website shall at all times be under the
control and at the discretion of DocuPet.
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SCHEDULE B
to Pet Licensing Services Agreement
DOCUPET GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
a. Defined Terms as used in this Agreement:
“Confidential Information” means all confidential Information (including
confidential, proprietary, trade secret, scientific, technical or business know-how
or Information of a Party) which is disclosed by or at the direction of one Party to
the other Party in connection with this Agreement.
“DocuPet Owned Work” means any and all materials, information, inventions,
methods, procedures, technology, know-how, data and other Intellectual Property
Rights owned or developed by DocuPet whether prior to, during or after the Term,
including the Website, the Software and all information and data relating to the
Optional Services.
“DocuPet Personnel” means partners, employees and independent contractors
of DocuPet and its approved subcontractors assigned to perform the Services
pursuant to this Agreement.
“Including” and its derivatives (such as “include” and “includes”) mean including
without limitation. This term is as defined, whether or not capitalized in this
Agreement.
“Intellectual Property Rights” means, on a worldwide basis, any and all:
● Rights associated with works of authorship, including copyrights, moral
rights and mask-works;
● Marks;
● Trade secret rights;
● Patents, designs, algorithms and other industrial property rights;
● Other intellectual and industrial property rights of every kind and nature,
however designated, whether arising by operation of law, contract, or
otherwise; and
● Registrations, initial applications, renewals, extensions, continuations,
divisions or reissues thereof now or hereafter in force (including any rights
in any of the foregoing).
“Law” means:
● Any statute, regulation, by-law, ordinance or subordinate legislation in force
from time to time to which a Party is subject, including but not limited to
data protection and privacy laws;
● The common law and the laws of equity as applicable to the Parties from
time to time;
● Any binding order, judgement, decree, direction, policy, or rule including
from a governmental authority; or
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● Any applicable industry code, policy or standard enforceable by law.
“License Compliance Notifications” shall mean any communication sent to a
Pet Owner with information regarding the requirement to purchase a Pet
Registration for a particular Pet.
“Losses” shall mean all losses, liabilities, damages and claims, and all related
costs and expenses (including but not limited to, reasonable legal fees and
disbursements and costs of investigation, costs of notification for data breach,
litigation, settlement, judgment, interest and penalties).
“Marks” means all trademarks, service marks, trade names, trade dress, symbols,
logos, designs, and other source identifiers.
“Material” means all systems, software, technology, documentation, reports,
notes, tools, methods, methodologies, processes, procedures, workflows,
inventions, forms, data, data formats, data compilations, program names, designs,
drawings, videos and other material created, furnished or made available in
connection with this Agreement
“Organization Engagement Officer” has the meaning given to that term in
Section 3(a).
“Organization Data” means any and all information provided by Organization to
DocuPet pursuant to or in connection with this Agreement, directly or indirectly,
and whether in printed, electronic, magnetic, optical or other form, but, for certainty,
excludes any DocuPet Owned Work and Registration Information.
“Optional Services” means additional products and services that are provided by
DocuPet to registered Pet Owners directly and not through this Agreement.
“Parties” means DocuPet and the Organization and “Party” means any one of
them.
“Pet” means a dog or cat or any other animal that can be registered in accordance
with the Organization's by-laws, ordinances or regulations.
“Pet License Fee” means the Pet License Fee described in Schedule C.
“Pet Owner” means the person applying for the Pet Registration for an applicable
Pet.
“Pet Registration” means the registration issued or renewed according to the
Organization's by-laws, ordinances or regulations to a Pet Owner for a particular
period.
“Pet Tag” means a metal identification tag to be worn by a Pet that is marked with
required information related to a Pet Registration.
“Postage” means costs incurred by DocuPet in packaging and delivering material
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to Pet Owners in connection with the Services including labor.
“Services” has the meaning given to that term in Schedule A.
“Software” means the software application provided through the Website, which
among other things, stores the Registration Information and provides authorized
access thereto through the Internet.
“Standard Fees” has the meaning given to that term in Schedule C.
“Term” has the meaning given to that term in Section 5.
“Website” means the Internet website “www.DocuPet.com” and associated web
pages.
b. Other Terms.
i. Other terms used in this Agreement are defined where those are used and
have the meanings there indicated.
ii. Those terms, acronyms and phrases utilized in the IT services industry or
other pertinent business context shall be interpreted in accordance with
their generally understood meaning in such industry or business context.
2. DOCUPET SERVICES
a. Provision of Services. During the Term, DocuPet will perform the Services in a
competent, careful and professional manner in accordance with the terms and
conditions of this Agreement and shall ensure that all of its employees,
representatives and subcontractors delivering Services act in a professional and
businesslike manner appropriate for the provision of a public service.
b. Use of Subcontractors
i. DocuPet shall not be entitled to delegate or subcontract any of its
obligations under this Agreement without the Organization's prior written
approval which shall not be unreasonably withheld. Notwithstanding
DocuPet’s use of subcontractors, the Organization’s sole point of contact
regarding the Services shall remain DocuPet.
c. Facilities and Assets
i. Except as otherwise specified, or as otherwise mutually agreed, all of the
Services shall be provided from DocuPet facilities. DocuPet shall be
responsible for providing all office space and associated utilities, office
furniture and supplies, and workstation equipment and software, as
required to perform such Services. In the event that DocuPet is required
to visit an Organization's facility, the Organization shall provide a safe
workspace that has computer access and internet connectivity and access
to such Organization personnel as DocuPet reasonably requires to
accomplish the work to be performed at the Organization’s facilities.
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d. DocuPet Methodologies, Tools and Training
i. DocuPet hereby reserves to itself all rights to use such languages, tools,
methodologies and practices as it determines in its sole discretion to make,
have made, use, copy, display, operate, maintain, develop, support,
modify, enhance and prepare derivative works relating to the DocuPet
Owned Work and any other existing or future systems, software or
technology owned, or operated by or on behalf of DocuPet. For certainty,
DocuPet may add features, upgrades and content to the Website, Software
or other DocuPet Owned Work, consistent with the terms and intent of this
Agreement and without the consent of the Organization.
3. ORGANIZATION RESPONSIBILITIES
a. Organization Engagement Officer
i. The Organization will assign an officer who will serve as the Organization’s
primary point of contact with DocuPet for all matters pertaining to the
launch of the Services (the “Organization Engagement Officer”). The
Organization Engagement Officer will be responsible and authorized to
make decisions as required.
ii. The Organization Engagement Officer will be responsible for ensuring that
all Organization staff or authorized contractors are fully trained regarding
the use of the DocuPet Website after the launch of the Services.
iii. The Organization Engagement Officer will be responsible for ensuring that
all Organization staff or authorized contractors attend all scheduled
meetings and provide all necessary information and materials to ensure the
Services can be launched on schedule.
b. DocuPet Policies
i. The Organization agrees to abide by all reasonable use, security and
other policies in respect of the Services, including policies that apply to
the access of the Website and the Software as established and amended
by DocuPet from time to time. The Organization shall also train and
require its employees, contractors and volunteers to abide by such
policies and oversee compliance.
c. Data Provision
i. The Organization shall provide no less than three years’ of Pet
Registration data at least six weeks prior to the launch of the Services in
a formatted manner acceptable to DocuPet.
ii. The Organization shall also provide complete GIS address data, including
latitude and longitude information, for the geographic region that it serves.
This data must be provided at least six weeks prior to the launch of the
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Services.
iii. The Organization will be required to review data once added to the
Software prior to the launch of the Services for accuracy and
completeness prior to the launch of the Services.
iv. The Organization shall provide any Pet Registration data created or
altered in the weeks leading up to the launch of the Services in a
formatted manner acceptable to DocuPet that is exclusive to these
records only within 10 days after the launch of the Services.
v. Any Pet Registration data provided by the Organization at any time that is
determined to be inaccurate by DocuPet must be rectified by the
Organization at its own cost within 10 days of notice by DocuPet.
4. FINANCIAL MATTERS
a. Pet Registration Fees and Standard Fees
i. DocuPet shall be entitled to receive from the Organization the standard
fees set out in Table 1.2 in Schedule C (the “Standard Fees”).
b. Collection and Allocation of Fees
i. Fees under this Agreement shall be collected as follows:
1. The Organization and other Organization contractors may collect
Pet License Fees through “offline” transactions; and
2. DocuPet may collect the Pet License Fees through the Website.
ii. Pet License Fees shall be allocated between the Parties as follows:
1. DocuPet shall pay the Organization all Fees collected through the
Website, less all Standard Fees payable to DocuPet, which will be
paid to the Organization by DocuPet coinciding with the issuing of
the monthly invoice contemplated by Section 4(d).
2. The Organization shall pay DocuPet any Standard Fees
associated with the Organization’s or any Organization
contractor’s sale of Pet Registrations.
iii. Except as contemplated in this Section 4(b), the Organization shall not be
entitled to any payments of any kind from DocuPet.
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c. Invoicing and Payment of Fees
i. Within 15 days of the end of each calendar month, DocuPet shall render in
arrears a single invoice for the aggregate amount of the Standard Fees
(and all applicable taxes on the foregoing) deducted from the Pet License
Fees collected by DocuPet through the Website during the month just
ended. Each such invoice shall include:
1. All Pet License Fees collected by DocuPet for the month;
2. The aggregate number of Pet Registrations applied for through the
Website for the month;
3. The aggregate amount of the Standard Fees (and taxes), retained
by DocuPet for the month; and
4. The aggregate amount paid to the Organization as a result of the
sale of Pet Registrations on the Website during the applicable
month.
ii. Within 10 days of receipt of the invoice set out in 4(c), the Organization
shall review the invoice and reply, via email, that the invoice is accurate
and valid. In the event that the invoice requires revision the Organization
will communicate this, via email, to DocuPet. If DocuPet is in agreement
with the suggested revisions a revised invoice will be issued for review and
approval by the Organization
iii. Statements for Standard Fees and all applicable taxes shall be paid at the
time of issuance of the invoice provided for in Section 4(c) out of the Pet
License Fees collected by DocuPet. In the event that the revenues
collected by DocuPet through the Website are insufficient to cover the
amounts payable to DocuPet by the Organization in any given month, the
outstanding amount set out in the invoice shall be payable no later than
30 days following the date of the applicable invoice.
d. Accountability
i. DocuPet shall maintain complete and accurate records of the Services
provided and supporting documentation for the amounts billed to and
payments made by the Organization in connection with this Agreement.
DocuPet agrees to provide the Organization with documentation and other
information with respect to each invoice as may be reasonably requested
by the Organization to verify accuracy and compliance with the provisions
of this Agreement.
ii. All records relating to the provision of the Services pursuant to this
Agreement shall be retained for a minimum of 24 months or in accordance
with legislative requirements, whichever is longer. These records shall be
made available to the Organization upon reasonable request.
5. TERM
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a. The term of this Agreement will commence on the Effective Date and, unless
terminated earlier in accordance with this Agreement, shall continue for an initial
period of three (3) years (the "Term"). Thereafter, the Term will automatically
renew for successive one (1) year periods (each a “Renewal Period”), but not to
exceed five (5) years in the aggregate, subject to the Organization’s and DocuPet’s
right to terminate at the end of the initial Term or any Renewal Period by providing
the other party with not less than 90 days prior written notice.
6. INTELLECTUAL PROPERTY
a. Organization IP
i. Nothing herein transfers to DocuPet any right, title, or interest of
Organization in or to any Organization Data or Confidential Information.
DocuPet agrees that as between DocuPet and Organization, all right, title
and interest in Organization Data and other Confidential Information of
Organization including Intellectual Property Rights therein will remain with
the Organization.
b. DocuPet IP
i. As between DocuPet and Organization, DocuPet or its licensors own and
reserve all right, title and interest in and to the DocuPet Owned Work,
DocuPet Marks, the Services and all hardware, Software and other items
used to provide the Services, other than such rights to use those as may
be explicitly granted to Organization in this Agreement. No title to or
ownership of any DocuPet Owned Work or proprietary rights related to the
Services is transferred to Organization pursuant to this Agreement or any
transaction contemplated by this Agreement. All rights not explicitly granted
to the Organization are reserved by DocuPet.
c. Use of Marks
i. During the Term, DocuPet shall be entitled to include the Organization’s
name and logo on (a) the Website; and (b) DocuPet’s promotional
materials; provided that DocuPet shall comply with all reasonable written
usage policies communicated by the Organization to DocuPet from time to
time, including the use of proper notices and legends.
7. CONFIDENTIALITY
a. Duties of Confidentiality
i. Each Party agrees to maintain the confidentiality of the other Party’s
Confidential Information and to use such Confidential Information only as
expressly authorized under this Agreement. For the purposes of this
Section 7(a), the Party providing Confidential Information shall be referred
to as the “Disclosing Party” and the Party receiving Confidential
Information shall be referred to as the “Recipient”.
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ii. Without limiting the generality of the foregoing and subject to the provisions
of applicable Laws, the Recipient shall, both during the Term and at any
time thereafter, (a) not disclose any of the Disclosing Party’s Confidential
Information to any person other than for the express purposes set out in
this Agreement, without the Disclosing Party’s prior written consent, (b) not
disclose the Disclosing Party’s Confidential Information to any person other
than its affiliates and its and their consultants, professional advisors,
independent contractors, outsourcers and other service providers for the
purpose of providing them, or any of them, services or who have a need to
know, (c) not reproduce all or any part of the Disclosing Party’s Confidential
Information or make any derivative work based upon or derived from the
Disclosing Party’s Confidential Information without the prior written consent
of the Disclosing Party, (d) comply with all of the Disclosing Party’s policies,
standards, requirements and specifications that are provided to the
Recipient in writing in relation to the use and storage of Confidential
Information disclosed to the Recipient; (e) not remove, alter, cover or
obfuscate any proprietary notice, including any Intellectual Property Right
legend on any of the Disclosing Party’s Confidential information.
b. Excluded Information
i. The obligations of confidentiality of the Recipient in Section 7(a) shall not
extend to information that the Recipient can establish by written evidence,
(a) is or becomes publicly known through no wrongful act of the Recipient;
(b) is properly made available to the Recipient without confidential or
proprietary restriction from a source other than the Disclosing Party; (c) the
Recipient can show was rightfully in its possession without obligation of
confidentiality; (d) the Information was approved by the Disclosing Party for
disclosure in a written document signed by a senior officer of the Disclosing
Party; (e) is required to be disclosed by Law, provided that Recipient will
take all available reasonable means not to disclose any Confidential
Information of the Disclosing Party without its consent or prior disclosure to
the Disclosing Party, unless precluded by Law from doing so, and will only
disclose the minimum amount of Confidential Information compelled by
law; or (f) is independently developed.
c. Privacy
i. In addition to DocuPet’s confidentiality obligations under Section 7(a),
DocuPet will collect, use, store, disclose and dispose of and otherwise
handle personal information collected or accessible to DocuPet in
accordance with all applicable privacy Laws and ensure that personal
information is not handled other than as permitted hereunder or as
otherwise agreed to by the Parties in writing.
ii. Notwithstanding the foregoing, DocuPet shall be entitled to disclose or use
Registration Information to the extent that the individual who provided the
Registration Information has consented to such use and disclosure in
accordance with all applicable Laws.
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d. Acknowledgement
i. Notwithstanding anything in this Agreement to the contrary, DocuPet
acknowledges that Organization is a public agency subject to obligations
under the California Public Records Act, and nothing in this Agreement
shall be interpreted to prevent or prohibit Organization from disclosing any
information that it deems, in its sole discretion, a public record or public
information subject to disclosure in accordance with requirements under
applicable law.
e. Reporting
i. Each Party will promptly report to the other Party any actual or suspected
violation of the terms of this Section 7 and will take all reasonable further
steps requested by the other Party to prevent, control or remedy any such
violation.
8. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY
a. Warranties
i. DocuPet represents and warrants that:
1. it is competent to perform the Services;
2. it has the necessary qualifications, including knowledge, skill and
experience to perform the Services, together with the ability to use
those qualifications effectively for that purpose;
3. the Software used in connection with the performance of the
Services, does not infringe any Intellectual Property Right of any
third-party, or contain confidential or proprietary material
misappropriated by DocuPet from any third-party. The foregoing
warranty will not apply to the extent infringement is caused by (a)
modifications of the Software or the Website by a party other than
DocuPet or its subcontractors, agents or representatives, (b) the
combination of the Software with software or other items or
products not provided or recommended by DocuPet, or (c) designs,
specifications or instructions provided by or at the direction of the
Organization (as opposed to the manner in which such designs,
specifications or instructions are implemented by DocuPet).
ii. The Organization represents and warrants to DocuPet that this Agreement
is binding and enforceable in accordance with its terms under the Laws of
the jurisdiction in which the Organization is located.
b. Warranty Disclaimer
i. OTHER THAN AS PROVIDED IN THIS AGREEMENT, THERE ARE NO
EXPRESS WARRANTIES AND THERE ARE NO IMPLIED
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WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. TERMINATION
a. Either party may terminate this agreement at any time with ninety (90) days written
notification to the other party.
b. Should either party be in breach of its covenants or undertakings under this
Agreement, which remains un-rectified for a period of 30 days following written
notification of such breach (or if such breach cannot be remedied within 30 days,
the party in breach has not diligently commenced steps to remedy the breach
within 30 days), the party not in breach may, at its option and without prejudice to
any other rights or remedies it might have, immediately terminate this Agreement.
c. Organization Data and Registration Information, including all copies thereof, shall
be returned to the Organization within thirty (30) days following the termination of
this Agreement. The Organization Data will be made available to the
Organization for download in a commonly accessible file format such as comma
separated value format (.csv). DocuPet shall also eliminate all Organization Data
and Registration Information otherwise retained in the system maintained for the
Organization under this Agreement in a manner satisfactory to the Organization.
10. FORCE MAJEURE
a. Neither Party shall be liable for any default or delay in the performance of its
obligations under this Agreement:
i. if and to the extent such default or delay is caused by fire, flood,
earthquake, elements of nature or acts of God, riots, terrorism, civil
disorders, rebellions or revolutions in any country, or any other cause
beyond the reasonable control of such Party; and
ii. provided the non-performing Party is without fault in causing such default
or delay, and such default or delay could not have been prevented by
reasonable precautions and cannot be circumvented by the non-
performing Party through the use of commercially reasonable alternate
sources, work-around plans or other means.
b. The affected Party will promptly notify the other Party of the circumstances causing
its delay or failure to perform and of its plans and efforts to implement a work-
around solution. For as long as such circumstances prevail, the Party whose
performance is delayed or hindered will continue to use all commercially
reasonable efforts to recommence performance without delay.
11. INSURANCE AND INDEMNITIES
a. Insurance
i. DocuPet shall at its own expense obtain and maintain during the Term the
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following insurance:
1. Commercial general liability insurance on an occurrence basis for
an amount of not less than Two Million Dollars ($2,000,000) with
respect to DocuPet’s operations, acts and omissions relating to its
obligations under this Agreement.
2. Automobile liability insurance for an amount not less than Two
Million Dollars ($2,000,000) covering all vehicles hired or leased by
DocuPet and used in any manner in connection with the
performance of the Services.
3. Cyber Liability Insurance, with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate. Coverage shall be
sufficiently broad to respond to the duties and obligations as is
undertaken by DocuPet in this agreement and shall include, but not
be limited to, claims involving security breach, system failure, data
recovery, business interruption, cyber extortion, social engineering,
infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of
privacy violations, information theft, damage to or destruction of
electronic information, release of private information, and alteration
of electronic information. The policy shall provide coverage for
breach response costs, regulatory fines and penalties as well as
credit monitoring expenses.
ii. The Organization shall be named as an additional insured in the
commercial general liability policy. A copy of the certificate of insurance will
be provided to the Organization. General liability coverage can be provided
in the form of an endorsement to the Consultant’s insurance (at least as
broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20
33, or CG 20 38; and CG 20 37 forms if later revisions used).
iii. If DocuPet maintains broader coverage and/or higher limits than the
minimums shown above, the Organization requires and shall be entitled to
the broader coverage and/or the higher limits maintained by DocuPet. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the Organization.
iv. For any claims related to this contract, DocuPet’s insurance coverage shall
be primary and non-contributory. Coverage for commercial liability shall be
at least as broad as ISO CG 20 01 04 13 as respects the Organization, its
officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the Organization, its officers, officials, employees,
or volunteers shall be excess of the Organization’s insurance and shall not
contribute with it. This requirement shall also apply to any excess policies.
v. DocuPet shall be entirely responsible for the cost of any deductible that is
maintained in any insurance policy.
vi. DocuPet shall not commence work under this Agreement until such time
as it has obtained insurance in accordance with Section 11(a)(i). Upon the
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request of the Organization, DocuPet shall provide the Organization with
evidence of the policies DocuPet is required to maintain under 11(a)(i).
vii. If DocuPet fails to maintain insurance as required by this Agreement, the
Organization shall have the right to provide and maintain such insurance
and give evidence to DocuPet. DocuPet shall pay the cost thereof to the
Organization on demand.
viii. DocuPet hereby grants to Organization a waiver of any right to subrogation
which any insurer of DocuPet may acquire against the Organization by
virtue of the payment of any loss under such insurance. DocuPet agrees to
obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the
Organization has received a waiver of subrogation endorsement from the
insurer.
b. Indemnity By DocuPet
To the fullest extent permitted by law, DocuPet shall, at its own
expense, indemnify, protect, defend (by counsel reasonably
satisfactory to the Organization) and hold harmless Organization
and any and all of its officers, officials, employees, agents and
volunteers (“Indemnified Parties”) from and against any and all
liability (including liability for claims, demands, damages,
obligations, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs and
expert witness fees) of any nature (“Liability”), whether actual,
alleged or threatened, which arise out of, pertain to, or relate to
the performance or failure to comply with this Agreement,
regardless of any fault or alleged fault of the Indemnified Parties.
Without limiting the foregoing, the scope of DocuPet obligations to
indemnify, defend, and hold harmless the City shall include (1)
any claim that the Licensed Software directly infringes or
misappropriates any valid United States patent, copyright, or trade
secret or other intellectual property right, (2) claims and costs
related to any breach of security related any service or product
provided by DocuPet for which notice must be given pursuant to
Civil Code section 1798.82 or section 1798.29, including the cost
of compliance with such laws, and (3) any violation by DocuPet of
the California Consumer Privacy Act of 2018, as may be
subsequently amended. DocuPet’s duty to indemnify, protect,
defend and hold harmless as set forth in this section shall include
the duty to defend (by counsel reasonably satisfactory to the City)
as set forth in California Civil Code § 2778. This indemnification
obligation is not limited in any way by any limitation on the amount
or type of damages or compensation payable by or for DocuPet
under worker’s compensation, disability or other employee benefit
acts or the terms, applicability or limitations of any insurance held
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or provided by DocuPet and shall continue to bind the parties after
termination/completion of this agreement. This indemnification
shall be regardless of and not in any way limited by the insurance
requirements of this contract. This indemnification is for the full
period of time allowed by law and shall survive the termination of
this agreement.
12. GENERAL
a. Governing Law
i. The Agreement and performance under it will be governed by and
construed in accordance with the Laws of California without regard to any
choice of law principles.
b. Relationship of the Parties
i. DocuPet is performing the Services as an independent contractor.
DocuPet has the sole right and obligation to supervise, manage, direct, and
perform all work to be performed by its personnel under this Agreement.
Persons who perform the Services are employees of DocuPet (or its
subcontractors) and DocuPet will be solely responsible for payment of
compensation to such persons and for any injury to them in the course of
their employment. DocuPet will assume full responsibility for payment of
all taxes, withholdings and contributions required in respect of its
employees.
c. No Waiver of Default
i. No waiver will be effective unless in writing signed by an authorized
representative of the Party against which enforcement of the waiver is
sought. Neither the failure of either Party to exercise any right of
termination, nor the waiver of any default will constitute a waiver of the
rights granted in this Agreement with respect to any subsequent or other
default.
d. Remedies Cumulative
i. All remedies specified in this Agreement will be cumulative and in addition
to any other remedies available under this Agreement or at Law or in equity.
e. Assignment
i. DocuPet may not assign, transfer or otherwise convey or delegate any of
its rights or duties under this Agreement to any other Party without the prior
written consent of the Organization, such consent not to be unreasonably
withheld. This Agreement shall be binding upon the respective successors
and permitted assigns of the Parties.
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f. Notices
i. All notices, requests and demands, other than routine communications
under this Agreement, will be in writing and will be deemed to have been
duly given when delivered, or when transmitted by fax or email (with a copy
provided by another means specified in this Section 13(f)), or one (1)
business day after being given to an overnight courier with a reliable
system for tracking delivery, or five (5) business days after the day of
mailing, when mailed by mail, registered or certified mail, return receipt
requested, postage prepaid, and addressed as follows:
1. In the case of DocuPet, to:
a. 15 Technology Place
East Syracuse, NY 13057
Attention: Chief Executive Officer
Email: grant.goodwin@docupet.com
2. In the case of the Organization, to the address set out on page 2 of
this Agreement.
ii. Either Party may from time to time change the individual(s) to receive
notices under this Section 13(f) and its address for notification purposes by
giving the other prior written notice of the new individual(s) and address
and the date upon which the change will become effective.
g. Interpretation
i. Unless the context otherwise requires, words importing the singular include
the plural and vice versa, and words importing gender include all genders.
References to articles and sections shall be references to articles and
sections of this Agreement, unless otherwise specifically stated.
ii. The section headings in this Agreement are intended to be for reference
purposes only and shall in no way be construed to modify or restrict any of
the terms or provisions of this Agreement.
h. Counterparts
i. The Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, but all of which will together
constitute one and the same agreement.
i. Severability
i. If any provision of this Agreement is held invalid by a court with jurisdiction
over the Parties to this Agreement, such provision will be deemed to be
restated to reflect as nearly as possible the original intentions of the Parties
in accordance with applicable Law, and the remainder of this Agreement
will remain in full force and effect.
j. Survival
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i. Any provision of this Agreement, which contemplates performance
subsequent to any termination or expiration of this Agreement, will survive
any termination or expiration of this Agreement and continue in full force
and effect.
k. Entire Agreement; Amendments
i. This Agreement (including any Schedules referred to herein and attached
hereto) contains the entire agreement of the Parties and supersedes all
prior agreements and representations, whether written or oral, with respect
to the subject matter of this Agreement. Modification or amendment of this
Agreement, or any part of this Agreement, may be made only by a written
instrument executed by authorized representatives of both Parties.
l. Compliance with Law
i. Each party shall fully comply with all applicable Laws including those Laws
regarding data protection, public corruption, non-discrimination in
employment, occupational health and safety, accessibility, and
environmental protection.
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Schedule C
1. PET LICENSE FEES
Table 1.1 outlines the current Pet License Fee schedule for dogs within the Organization in the
local currency of the Organization. Pet License Fees are set by the Organization and are
subject to change at any time at the direction of the Organization. Pet License Fee changes
require time for implementation, testing, and communications updates. As such, 45 days’ notice
is required for Pet License Fee changes.
Table 1.1 – Pet License Fee Schedule for the Organization
Registration Type Duration Cost
Replacement Tag NA $0
Late Fee NA $25
Altered Pet 1 Year $18
Unaltered Pet 1 Year $36
Senior Citizen First Pet 1 Year $6
2. STANDARD FEES
The Standard Fees set out in Table 1.2 are to be paid to DocuPet without the prior written
approval of the Organization.
Table 1.2 – Listing of DocuPet’s Standard Fees
ITEM FEE PAYABLE BY
THE
ORGANIZATION
(in $USD funds)
Start-Up Fee
One time payment due at the launch of a program that covers the
DocuPet labor involved in developing and implementing the solution
for small and complex programs.
$0.00/one time
Monthly Fee
Monthly fee for provision of the Services.
$443.50/month
Online Credit Card Processing Fee (applicable for all Pet
Registrations sold via the Website)
2.65% of the Pet
License Fees in
each transaction
plus $0.25 for each
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- An Online Processing Fee can be charged to Pet Owners for
payments made via the Website to offset the Standard Fee
paid by the Organization.
transaction including
at least one Pet
License Fee.
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