PetData Inc. Revised Agreement 2012Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: PetData Contract
DATE: May 2, 2012
Dubuque
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All-America City
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2007
In November 2011, the City Council approved the renewal of the 2008 agreement with
PetData for pet licensing services. At that time, Dubuque County planned to be a party
to the agreement. Since November 2011, the County Board of Supervisors has decided
not to require animal licenses. Therefore, they will not need to be a party to the contract.
Public Health Specialist Mary Rose Corrigan recommends City Council approval of a
revised renewal agreement with PetData, Inc. for the pet licensing services that
processes the sale of all dog and cat licenses in the City.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Mary Rose Corrigan, RN, Public Health Specialist
Masterpiece on the Mississippi
TO Michael C Van Milligen, City Manager
FROM Mary Rose Corrigan, RN, Public Health Specialist
DATE May 2, 2012
SUBJECT PetData Contract
Dubuque
had
NI- America City
'I 1 1 I'
2007
INTRODUCTION
This memorandum presents a revised renewal agreement with PetData, Inc for the pet licensing service that processes the
sale of all dog and cat licenses in the city
BACKGROUND
In November 2011, the City Council approved the renewal of the 2008 agreement with PetData At that time, Dubuque
County planned to be a party to the agreement Since November 2011 , the County Board of Supervisors has decided not to
require animal licenses Therefore, they will not need to be a party to the contract
DISCUSSION
The only change to the current contract was a 20¢ increase for on -line transactions from $1 75 to $1 95 This is charged
directly to the license purchaser for on -line credit card purchases and was already approved by City Council The attached
agreement removes any references to Dubuque County as a party to the contract
RECOMMENDATION
Approve the attached revised agreement for animal licensing services between the City of Dubuque, Iowa and PetData, Inc
PROJECT COST - BUDGET IMPACT
The FY12 anticipates $146,000 revenue for animal licenses This is a net revenue estimation and does not include fees paid
to PetData for their services
ACTION TO BE TAKEN
Authorize the Cay Manager to sign the agreement on behalf of the City of Dubuque
Prepared by
Chris Johnson, Confidential Secretary
cc
Ken TeKippe, Finance Director
AGREEMENT FOR ANIMAL LICENSING SERVICES
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
PETDATA, INC.
This Agreement, dated for reference purposes the 1st day of May, 2012, is
made and entered into by, between, and among the City of Dubuque, Iowa (City),
and PetData, Inc., a Texas corporation (Contractor).
SECTION 1. DESCRIPTION OF WORK.
1.1 For the consideration set forth below, Contractor shall provide to City
certain animal licensing services (the Services) described in Exhibit A, Scope of
Services. The Services shall be performed in a good and workmanlike manner.
1.2 City warrants that all historical data, consisting of licenses older than
ninety (90) days, has been entered into City's database and is available in a
readily importable format. Furthermore, Contractor may be provided with
remaining animal licensing supplies by City, and if so, Contractor shall assume
responsibility for the reasonable cost of shipping said supplies.
SECTION 2. OVERSIGHT AND COORDINATION. All Services under this
Agreement shall be coordinated under, and performed to the reasonable
satisfaction of the City Manager of City or his or her designated representative.
SECTION 3. CONTRACTOR ACKNOWLEDGEMENT. Contractor
acknowledges that, prior to signing this Agreement, Contractor has become
acquainted with matters relating to the performance of this Agreement and the
terms and conditions of this Agreement.
SECTION 4. CITY FEES.
4.1 Base Fees. Contractor shall receive base fees as follows:
(1) $3.85 per license for a one (1) year license or a replacement tag;
$2.00 for each additional year after year one if there are multi -year
licenses.
(2) $2.50 Collection Service Fee for each late fee and /or citation fee
collected during the term of this Agreement, if applicable.
4.2 Postal Surcharge. Since postage represents a major expense in
administering animal licenses, Contractor has the right to increase its fees a
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corresponding amount in the event that postal rates increase during the Term of
this Agreement.
4.3 Additional Service Fees. The following fee(s) shall only apply if the
Services are requested by City.
(1) In the event PetData establishes and /or maintains a separate bank
account on behalf of City, City, as the case may be, shall be responsible
for the cost of the bank account. Any bank fees will be paid directly by
PetData and PetData will be reimbursed for those fees on a monthly
basis. City may request copies of the bank account statements at any
time and PetData shall provide bank statements within three business
days after requests are received by PetData.
(2) Supply Fee. In the event that City requests changes to supplies
which it has previously approved, City, as the case may be, shall be
responsible for all reasonable costs associated with changing, replacing,
or discontinuing the use of the previously approved supplies.
4.4 Charges to Licensees.
(1) Credit Card Transaction Fees (Paid by licensee, not by City):
A minimum fee of $1.95 per credit card transaction, online or
offline, shall 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.
SECTION 5. ADDITIONS /DELETIONS OF SERVICE. City reserves the right
to add and /or delete services to this Agreement. Should additional services be
required, prices for such additions will be negotiated between Contractor and
City. Should a service requirement be deleted from this Agreement, no
adjustments for such deletions will be made during the Term of this Agreement.
SECTION 6. REPORTS. Within fifteen (15) business days after the end of
each calendar month during the Term hereof, Contractor shall submit an animal
licensing summary report to City in a form mutually agreed upon.
SECTION 7. PAYMENT. Contractor shall deposit all animal license fees into a
segregated subaccount at its bank set up solely for the purpose of administering
this Agreement. Within 15 business days after the end of each calendar month,
Contractor shall remit all license fees to City via check or ACH transaction, less
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all fees due Contractor. If in any given month, there are insufficient funds to
cover fees due to PetData, City respectively shall render a payment to PetData in
the amount equal to the shortage based upon a statement from PetData to City.
In the event any animal license fees are paid directly to City by a citizen or
veterinarian, City, as the case may be, shall either forward such fees to
Contractor within five business days of receipt of the fee or deposit such fees into
a City account and report the collected fees to Contractor within fifteen days.
SECTION 8. TERM. The Term of this Agreement shall commence on the 1st
day of May, 2012 and shall expire at midnight on the 30th day of November,
2014, unless this Agreement is sooner terminated in accordance with the other
provisions of this Agreement.
SECTION 9. INFORMATION TO BE PROVIDED BY CITY OF DUBUQUE.
Contractor requires that City provide it with certain supplies, data, feedback,
process information, and approvals for such items as form designs (Deliverables)
in order for Contractor to begin servicing this Agreement in a timely manner.
Contractor requests that the Deliverables be provided as soon as possible after
the date the Agreement is signed or the date the Agreement receives final
approval as necessary. Any delays in providing Deliverables will result in delays
in implementing this Agreement. Regardless of any delays, City will be required
to adhere to all terms of the Agreement, including the payment to Contractor for
the processing of all licenses including those at its own shelters or by its agents,
during the term of the Agreement. Representations made in Exhibit A, Scope of
Services, with regard to processing time for data entry and tag mailings begins
thirty (30) days after all Deliverables have been provided to Contractor.
SECTION 10. PERMITS. Contractor shall obtain the necessary permit(s), if any,
required by City for the performance of the Services. City agrees to provide
Contractor with a list of any and all such permits and to work with Contractor in
good faith to aid it in obtaining any such permits in a timely fashion.
SECTION 11. DATA OWNERSHIP AND DATA TRANSFER.
11.1 Contractor agrees that animal licensing data at all times belongs to City
and that at no point in time does Contractor ever own the data. Contractor
agrees that it will not use personal data collected on behalf of City for any
purposes other than those described in the Scope of Services unless specifically
directed by City. Furthermore, Contractor specifically agrees that it will never
sell, transfer, or release personal data it has collected in fulfilling the terms of this
Agreement to a third party. Additionally, Contractor agrees that any intentional
sale, transfer, or release of animal licensing data represents an event of default
and City has the right to terminate this Agreement immediately. Finally,
Contractor agrees to return and /or transfer all animal licensing data to City in a
timely manner at the completion of the final term of this Agreement.
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11.2 Contractor will provide licensing data to City in an agreed -upon format.
SECTION 12. INDEMNITY. Contractor agrees to defend, indemnify, and hold
City, and their officers, agents, and employees, harmless against any and all
claims, lawsuits, judgments, costs, and expenses for personal injury (including
death), property damage, or other harm for which recovery of damages is sought,
suffered by any person or persons, that may arise out of or be occasioned by
Contractor's negligence, willful misconduct, or strict liability in the performance of
the Services. The provisions of this Section 12 are solely for the benefit of the
parties hereto and not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
SECTION 13. COMPLIANCE WITH LAW. Contractor shall, during the
performance of the Services, comply with all applicable federal, state, and local
laws, codes, and ordinances.
SECTION 14. INSURANCE REQUIREMENTS. Contractor shall procure, pay
for, and maintain insurance during the term of this Agreement as set forth in the
attached Insurance Schedule.
SECTION 15. ASSIGNMENT. Contractor shall not sell, assign, transfer, or
convey this Agreement, in whole or in part, without the prior written consent of
City; and as a condition of such consent, Contractor shall remain liable for
completion of the Services in the event of default by the successor contractor or
assignee.
SECTION 16. TERMINATION. Any party may, at its option and without
prejudice to any other remedy it may be entitled to by law or in equity, or
elsewhere under this Agreement, terminate this Agreement, with or without
cause, provided it gives the other parties not less than ninety (90) days written
notice.
SECTION 17. UNFORSEEN CIRCUMSTANCES. Contractor shall not be
responsible for any delay or omission caused by natural disaster, war, civil
disturbance, labor dispute, or other cause beyond Contractor's reasonable
control, provided Contractor gives written notice to City of the cause of the delay
or omission within ten (10) days after the occurrence of the event causing such
delay or omission.
SECTION 18. NOTICES. Any notice, payment, statement, or demand required
or permitted to be given hereunder by either party to the other parties shall be
effected by personal delivery or by regular mail, postage prepaid. Mailed notices
shall be addressed to the parties at the addresses below, but each party may
change its address by written notice in accordance with this section. Mailed
notices shall be deemed delivered three (3) days after mailing.
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Notices for City shall be addressed to:
City Manager
Dubuque, Iowa
City Hall
50 W. 13th Street
Dubuque, IA 52001 -4764
Notices for Contractor shall be addressed to:
Chris Richey, President
PetData, Inc.
PO Box 141929
Irving, TX 75014 -1929
SECTION 19. MISCELLANEOUS.
19.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa.
19.2 Entire Agreement. This Agreement embodies the complete agreement of
the parties hereto, superseding all oral or written previous and contemporary
agreements between the parties relating to matters herein; and except as
otherwise provided herein, cannot be modified without the written agreement of
the parties.
19.3 Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision thereof and this Agreement shall be considered as if such invalid,
illegal, or unenforceable provision had never been contained in this Agreement.
19.4 Successors and Assigns. This Agreement shall be binding upon and
insure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and, except as otherwise provided in this Agreement,
their assigns.
19.5 Captions. The captions to the various clauses of this Agreement are for
information purposes only and shall not alter the substance of the terms and
conditions of this Agreement.
19.6 Authorization. Each of the parties represents and warrants to the other
that this Agreement has been duly authorized by all necessary corporate or
governmental action on the part of the representing party and that this
Agreement is fully binding on such party.
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19.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
CITY OF DUBUQUE, IOWA PETDATA, INC.
By:
Michael C. Van Milligen
City Manager
By:
Ke in Firnstahl, City Clerk
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By: A,
Chris Ri hey, Preside t
EXHIBIT A — SCOPE OF SERVICES
All of the services described herein shall apply to animals in the City of Dubuque.
1. Deposit all receipts collected for license fees into a separate sub - account set up solely for the
purpose of managing City animal licensing funds. Contractor shall remit all license fees to City via
check or ACH transaction, less all fees due Contractor, within fifteen (15) days after the end of
each calendar month.
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 animals against rabies to the Animal
License Program. Supplies are to be printed in one color with the design and layout to be
determined by PetData.
PLEASE NOTE: Contractor will purchase tags, with City approval, and will send itemized invoice
to the City for payment.
3. Track monthly vaccination and /or sales reports from all veterinarians participating in animal
licensing program and keep record of all tag inventories at authorized registrars. Provide this
information to City as requested. Furthermore, Contractor will communicate directly with
veterinarians as requested by City.
4. Enter all new and renewal licenses into PetData's proprietary database provided that all
information has been submitted to PetData in a complete and accurate format.
5. Process and mail license tags within ten (10) business days after receipt of the licensing payment
and complete documentation as required by local ordinance.
6. Issue replacement tags to citizens whose license tags have been lost, stolen, or damaged.
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). [NOTE: Rabies vaccination
data is owned by the City, not by Contractor. At no time can Contractor ever make the data
available to the public or to any third party without the prior written consent of City.]
8. Provide a monthly report of animals licensed. Format of report is to be mutually agreed upon.
9. Provide statistical reports as requested within a timely manner. Depending on the information
requested, PetData can provide most reports within five (5) business days.
10. Respond to and communicate with animal control officer inquiries or animal owners' requests in a
timely fashion.
11. Communicate with citizens by phone, mail, or email as needed.
12. Comply with all state and local laws governing animal licensing.
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13. Periodically, review the City's databases for errors and duplications and make appropriate
corrections.
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1.
Insurance Schedule A
shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa for the
coverage required in Exhibit I prior to contract inception and at the end of the contract if the term of
contract is longer than 60 days. Each Certificate shall be prepared on the most current ACORD form
approved by the Iowa Department of Insurance or an equivalent.
2. All policies of insurance required hereunder shall be with a carrier authorized to do business in Iowa and
all carriers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each Certificate shall be furnished to the contracting department of the City of Dubuque.
4. Failure to provide minimum coverage shall not be deemed a waiver of these requirements by the City of
Dubuque. Failure to obtain or maintain the required insurance shall be considered a material breach of
this agreement.
5. All required endorsements to various policies shall be attached to Certificate of insurance.
6. Whenever a specific ISO form is listed, an equivalent form may be substituted subject to the provider
identifying and listing in writing all deviations and exclusions that differ from the ISO form.
7. Provider shall be required to carry the minimum coverage /limits, or greater if required by law or other
legal agreement, in Exhibit I.
Insurance Schedule A (continued)
Exhibit 1
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products - Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (any one occurrence) $ 50,000
Medical Payments $ 5,000
a) Coverage shall be written on an occurrence, not claims made, form. All deviations from the standard I50
commercial general liability form CG 0001, or Business owners form BP 0002, shall be clearly identified.
b) Include I50 endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit."
c) Include endorsement indicating that coverage is primary and non - contributory.
d) Include endorsement to preserve Governmental Immunity. (Sample attached).
e) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all
its boards, commissions and /or authorities and their board members, employees and volunteers.
using I50 form CG 2026.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Coverage A
Coverage B
Statutory —State of Iowa
Employers Liability
Each Accident $100,000
Each Employee- Disease $100,000
Policy Limit - Disease $500,000
a) Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque.
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Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque. Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque. Iowa under Code of Iowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now
exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4
shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque. Iowa shall be responsible for asserting any
defense of governmental immunity, and may do so at any time and shall do so upon the timely written
request of the insurance carrier.
4. Non - Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance
carrier shall not deny any of the rights and benefits accruing to the City of Dubuque. Iowa under this policy
for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor
of the defense(s) of governmental immunity asserted by the City of Dubuque. Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or
alter the coverage available under the policy.
SPECIMEN
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