HomeMy WebLinkAboutContract #: 1900 - From: 07-01-2025 To: 06-30-2028 - Petdata - Town Clerk CONTRACT NO.
VENDOR NO.
SERVICE CONTRACT WITH THE TOWN OF NORTH ANDOVER
THIS CONTRACT made and entered into this—day of July, 2024, by and between Petdata, Inc.,
a corporation authorized by law and having a principal place of business at 8585N Stemmons
Fwy, Suite 1100N, Dallas. Texas hereinafter called "CONTRACTOR", and the and the TOWN of
North Andover, ("TOWN') a municipal corporation duly established by law and located at 120
Main Street, North Andover, Essex County, Commonwealth of Massachusetts.
WHEREAS, the CONTRACTOR represents that it is duly qualified in this field, and has agreed to
perform the services requested by the TOWN;and
WHEREAS, the TOWN has accepted the CONTRACTOR'S proposal subject to the conditions and
agreements herein contained;
NOW,THEREFORE, IT 1S AGREED by and between the Parties as follows:
-I-
The CONTRACTOR agrees that it will provide the services as described in Exhibit A, which along
with all other contract exhibits and attachments, is incorporated herein and made a part of this
CONTRACT.
The CONTRACTOR will report to the signatory Department Head of this CONTRACT, the Town
Clerk.
-2-
The Contract Period will commence on July 1, 2025 and terminating June 30, 2028. Any
extensions of time must be by written NOTICE per paragraph 21 from the TOWN, and are at the
sole discretion of the TOWN.
-3-
Total payments under this CONTRACT shall not exceed $24,000 DOLLARS. This Contract is
expressly subject to and contingent upon an appropriation of funds.
-4-
The TOWN agrees to use best efforts to pay for services within thirty (30) days of receiving mn
Invoice,so long as all services provided are sufficiently detailed in the invoice,and that the invoice
has filed with the contracting department,Any payment under this Contract shall not constitute
or be deemed a waiver, relinquishment, release, or abandonment of any claim which the TOWN
may have against the CONTRACTOR for breach of this Contract.
-5-
Tho CONTRACTOR agrees that no obligation shall be considered to have incurred under this
CONTRA[[ unless and until a purchase order shall have been duly issued and approved. And
further,that the obligation incurred shall be limited to the amount set forth in purchase order or
purchase orders duly issued and approved.
-G~
Thw [ONTRA[TORstatesthat|tbque|ified, andis |no|ine|evantaspects, ingopdsLandinQ. Thm
CONTRACTOR certifies that performance underthis Contract will meet ethical business standards
and good stewardship of taxpayer and public funding to prevent waste or abuse.
-7-
The CONTRACTOR shall at all times during the Contract maintain in full force and effect
Employer's Liability,Worker's Compensation (MGL c.152), Public Liability, and Property Damage
Insurance, including contractual liability coverage. All insurance shall be for policy limits
acceptable to the TOWN; all required Insurance shall be certified by o duly authorized
representative of the insurers on the "Kn|\A" or "A[ORD" Certificate of Insurance form
(incorporated into and made a part of this agreement); and before commencement of work
hereunder the CONTRACTOR agrees to furnish the TOWN with certificate(s)of insurance or other
evidence satisfactory to the TOWN. The certificates shall contain the following express
obligations: "in the event of cancellation or material change in a policy affecting the certificate
holder, thirty (30) days prior written notice will be given the certificate holder. Where notice is
not provided by CONTRACTOR's insurer, the notice will be provided by the CONTRACTOR." The
TOWN shall be named as an additional insured under each policy orpolicies, except Workers'
Compensation.
For the purpose of the Contract,the CONTRACTOR shall carry the following types of insurance in
at least the limits specified below.
VVorhers' Compensation—therequiredstatutoryamount
Employer's Liability—$5U0,000
Bodily Injury& Property Damage Liability Except Automobile—$SO0,OOO '
Automobile Bodily Injury&Property Damage Liability—51,000,000 combined single limit for each
accident.
Excess Umbrella Liability—$1,OOO,DUO for each occurrence
2
-8-
It is further agreed by the CONTRACTOR that,in the event the TOWN is sued in a court of law or
equity, or demand is made upon the TOWN for payment of any damages arising out of the
CONTRACTOR'S performance or non-performance of this Contract, then the CONTRACTOR,
without reservation, shall indemnify and hold harmless the TOWN against any and all claims
arising out of the CONTRACTOR'S performance or non-performance of the CONTRACT.
To the full extent permitted by law, no official, employee, agent or representative of the TOWN
of North Andover shall be individually or personally liable on any obligation of the TOWN under
this Contract.
This Contract is subject to all laws of the Commonwealth of Massachusetts, federal, state and
local, which are applicable to this Contract or work with a public entity; and it is presumed that
the CONTRACTOR is cognizant thereof.Any and all proceedings or actions relating to the subject
matter herein shall be brought and maintained in the courts of the Commonwealth, which shall
have exclusive jurisdiction thereof.This paragraph shall not be construed to limit any other legal
rights of the parties.
-10-
The CONTRACTOR agrees to comply with all the provisions of General Laws, Chapter 30B and all
related sections, including amendments thereto, in performing all work under this CONTRACT,
and the provisions of said sections are made a part of this CONTRACT and are to be considered
as covenants, terms and conditions hereof as though all the provisions were specifically
incorporated herein,and the provisions of the said sections shall apply even though it may appear
they are not applicable to the work of the type to be performed under this CONTRACT.
-11-
The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the
requirements imposed by or pursuant to General Laws c.151, §1, et seq. (Minimum Wage Law)
and any executive orders, rules, regulations, and requirements of the Commonwealth of
Massachusetts as they may from time to time be amended. The CONTRACTOR will, if applicable,
comply with the wage rates as determined by the Commissioner of the Department of Labor and
Industries, under the provisions of General Laws c.145 (Prevailing Wage), and shall be in force
and as amended. The CONTRACTOR will, if applicable, submit certified weekly payrolls to the
TOWN in accordance with MGL c.151, §1, et seq.The wage rate schedule attached to the bid or
solicitation shall be made a part of this contract, and shall continue to be the minimum rate or
rates of wages during the life of the contract as updated yearly unless adjusted by the
Commonwealth. The CONTRACTOR shall cause a copy of said schedule to be kept posted in a
conspicuous place during the life of the contract.
3
-12-
The CONTRACTOR will carry out the obligations of this Contract in full compliance with all of the
requirements imposed by or pursuant to General laws c.151B (Law Against Discrimination) and
any executive orders, rules, regulations, and requirements of the Commonwealth of
Massachusetts as they may from time to time be amended.
The CONTRACTOR shall comply with all federal and state laws, rules and regulations promoting
fair employment practices or prohibiting employment discrimination and unfair labor practices
and shall not discriminate in the hiring of any applicant for employment nor shall any qualified
employee be demoted,discharged or otherwise subject to discrimination in the tenure, position,
promotional opportunities, wages, benefits or terms and conditions of their employment
because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual
orientation or for exercising any rights afforded by law.
-13-
The CONTRACTOR shall give its personal attention constantly to the faithful performance of the
work and shall not assign or delegate, in whole or in part or otherwise transfer any liability,
responsibility,obligation,duty or interest under this Contract without the written approval of the
TOWN.
-14-
It is further agreed that the TOWN may terminate this CONTRACT without cause, upon fourteen
(14) days' written notice to the other party, sent by certified mail,to the usual place of business
of the other party, The TOWN may also terminate this CONTRACT at any time for cause.
-15-
The undersigned certifies.under penalties of perjury that this bid or proposal has been made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "person" shall mean any natural person, business, partnership,
corporation, union, committee, club or other organization, entity,or group of individuals.
-16-
It is understood and agreed by the TOWN and the CONTRACTOR that a Contract Performance
Record Form must be completed on this contract by the Department Head or his designee who
is supervising this contract, and such Contract Performance Record Form must be submitted to
the TOWN Manager,TOWN Accountant, and Purchasing Agent prior to release of final payment
underthis contract. If requested by the CONTRACTOR a copy of the Contract Performance Record
Form shall be furnished to the CONTRACTOR.
4
-17-
The CONTRACTOR certifies that any and all taxes and municipal fees due and owing to the TOWN
of North Andover have been paid in full.
-18-
All fees for TOWN permits or licenses required for these services shall be waived, but any
additional fees for licenses and permits shall be the responsibility of the CONTRACTOR.
-19-
This contract is only binding upon,and enforceable against the TOWN if:1)the Contract is signed
by the TOWN Manager or her designee; 2) and endorsed with approval of TOWN Counsel as to
form.
At any time during normal business hours, and as often as the TOWN may deem it reasonably
necessary, there shall be available in the office of the CONTRACTOR for the purpose of audit,
examination, and/or to make excerpts or transcript all records, contracts, invoices, materials,
payrolls, records of personnel, conditions of employment and other data relating to all matters
covered by this Agreement.
-20-
This instrument, and the other components of the contract documents, constitutes the entire
contract between the parties, with no agreements other than those incorporated herein. Any
Amendments to this Contract must be made in writing and executed by all signatories to the
original Contract, prior to the effective date of the amendment.
-21-
Any notice permitted or required under the provisions of this Contract to be given or served by
either of the parties hereto upon the other party hereto shall be in writing and signed in the name
or on the behalf of the party giving or serving the same. Notice shall be deemed to have been
received at the time of actual service or three (3) business days after the date of a certified or
registered mailing properly addressed. Notice to the CONTRACTOR shall be deemed sufficient if
sent to the address set forth in the Contract and to the TOWN by being sent to the Town
Manager, North Andover Town Hall at 120 Main Street, North Andover, Essex County,
Commonwealth of Massachusetts.
5
IN WITNESS WHEREOF,the CONTRACTORS and the said TOWN OF NORTH ANDOVER have hereto
and to a duplicate and triplicate hereof, caused their corporate seals to be affixed and these
presents, together with said duplicate and triplicate, to be signed in their name and behalf by
their duly authorized officers the day and year first above written.
APPROVED: _ CONTRACTORS
By
Melissa Murphy-Rodrigues Chris Richey, President of Petdata
Town Manager, North Andover Fed.I.D. or Social Security No.
'T5_ I19 .1`( ?, -
APPROVED AS TO FORM: TOWN OF NORTH ANDOVER
I'l;+"xc*-"t — �-&U�V_ OftA�
Christine P. O'Connor Dawne Warren
Town Counsel Department Head
Kyl WPountant
To n A
Date: �- 2 J
6
CERTIFICATIONS
CERTIFICATE OF NON-COLLUSION
The undersigned certifies under penalties of perjury that our bid or proposal has been made and
submitted in good faith and without collusion or fraud with any other person. As used in this
certification, the word "person" shall mean natural person, business, partnership, corporation,
committee,union,club or other organization,entity,or group of individuals.
Signature: UZ,K(.,
Date: `� (YJ IS
Print Name Company Nam
P Y
CERTIFICATE OF TAX COMPLIANCE
Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A(b),I
A, ;' t ,authorized signatory for
Name of individual Natfe of contractor
do hereby certify under the pains and penalties of perjury that said contractor has complied with
all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to
taxes,permit or other fees,reporting of employees and contractors,and withholding and remitting
child support.
Signature�— Date
7
Certificate of Authorization
_(NOTE: A certified vote of the corporation may be substituted for this form.)
The Vendor, R',I DJk �,v�. is: (CHECK ONE)
_....
�r (Name of Company/Consultant/Corporation)
V A. a corporation formed and existing under the laws of the state of
1r and pursuant to the corporate by-laws,
C' ��..- A, V,4, tit�G ___._
(Insert Name and Title of Autho 'zed Representative)
is authorized to execute contracts in the name of said corporation. Such execution of any contract
or obligation in this corporation's name on its behalf by such duly authorized individual shall be
valid and binding upon the corporation.
B. a limited liability company or a partnership formed and existing under the
laws of the state of _ and pursuant to the limited liability company
agreement or partnership agreement,
(Insert Name and Title of Authorized Representative)
is authorized to execute contracts in the name of said company or partnership.Such execution of
any contract or obligation in this company or partnership's name on its behalf by such duly
authorized individual shall be valid and binding upon the company or partnership.
C. is a sole proprietorship owned an operated exclusively by the undersigned.
(Insert Name and"Title of Authorized Representative) _
Execution of any contract or obligation in this sole proprietorship's name by such duly authorized
individual shall be valid and binding,
Signature:
(Must be signed by Corporate Officer,Partner, or Sole
Proprieto
k4ck'
Print Name of Above
8
Title
Date
9
I
EXHIBIT A
Description of Services
This exhibit is attached to and a part of the above and foregoing Agreement for Animal Licensing Services
(Agreement). Terms used in this exhibit that are not defined in this exhibit but which are defined elsewhere in
the Agreement shall have the respective meanings given to them in the other provisions of the Agreement.In the
event of any conflict between any of the provisions of this exhibit and the other provisions of the Agreement,
the other provisions of the Agreement shall control.
CONTRACTOR'S SYSTEM
TOWN acknowledges that CONTRACTOR has developed and coordinated proprietary means and methods of
performing the Services and related know-how, skills, and property (collectively,the "System"), The System
includes,among other items,an interactive website,databases,software,and related items.The System is special
and unique to CONTRACTOR and has been developed by CONTRACTOR at great cost and expense to
CONTRACTOR.TOWN acknowledges that TOWN is not acquiring any rights in or to the System,and that the
System is and will remain the sole and exclusive property of CONTRACTOR. TOWN further acknowledges
and agrees that any information that TOWN obtains related to the use,formulation or operation of the System
that is not generally known is CONFIDENTIAL,may only be used by TOWN for the limited purposes described
in this Agreement,and may not be disclosed to any third parties except as may be required under applicable law
or with CONTRACTOR's prior, express written consent in CONTRACTOR's sole discretion. Upon the
termination of this Agreement,any information and materials,in whatever media or format,related to the System
that TOWN has in its possession will be returned to CONTRACTOR or destroyed at CONTRACTOR's option.
TOWN agrees that it will not attempt to discover,duplicate,or replicate the System in any manner.
COVENANTS REGARDING DATA
CONTRACTOR agrees that it will not, without TOWN's consent, use personal data collected on behalf of
TOWN other than for the performance of the Services or other uses permitted by this Agreement or under
applicable law.Further, CONTRACTOR agrees that it will not sell,or intentionally transfer or release,to any
third party personal data that CONTRACTOR has collected in performing the Services,except as may otherwise
be required by this Agreement or applicable law, and that it will take commercially reasonable measures to
prevent the unauthorized release of any such third party personal data.
Upon the termination of this Agreement,CONTRACTOR agrees to return or transfer to TOWN,in a mutually
acceptable format,all animal licensing data maintained by CONTRACTOR under this Agreement within 15
business days after CONTRACTOR has received all sums due CONTRACTOR under this Agreement.
CONTRACTOR RESPONSIBILITIES
1. Process License Applications
A. Receive and process animal license applications through the mail.
B. Provide online licensing and process applications initiated through CONTRACTOR's website.
C. Enter new and renewal license applications into CONTRACTOR's proprietary database.
D. Deposit,or transmit for deposit,all receipts collected for license fees,with the exception of those
payments made via credit card,into a Bank Account.
E. Mail license tags within 10 business days after receipt of payment and complete documentation as
required by local ordinance and/or TOWN policy.
F. Update license information in CONTRACTOR'S database and issue replacement tags as needed.
- 1 -
r
I
G. If CONTRACTOR collects any payments due TOWN from Licensees via credit card transactions
that are paid to CONTRACTOR,those payments will be deposited,or transmitted for deposit,into
a Bank Account within 15 business days after the end of the calendar month in which collected.
2. Mail License Notices
A. Mail renewal and reminder notices for expiring animal licenses.Renewal notices will be mailed in
the month prior to the license expiration date,or as otherwise agreed upon between CONTRACTOR
and TOWN.
B. Mail billing notices to pet owners who have vaccinated a pet against rabies but have not liceased,
if TOWN collects rabies vaccination reports from veterinarians.
3. Customer Service for Licensing Program
A. Provide customer service to pet owners via phone, email and mail, and respond to requests In a
timely fashion.
B. Provide customer service to TOWN staff,and respond to TOWN requests in a timely fashion.
C. Provide online access to licensing data to appropriate personnel via CONTRACTOR's proprietary
website,at no additional charge.
4. Manage Reports from Authorized Registrars and Veterinary Clinics
A. Process and enter license sales records from any registrars and veterinary clinics authorized to sell
animal licenses.
1) Track tag inventories at all authorized registrars,and reconcile reports.
) Invoice authorized registrars for licenses sold as needed
B. Process and enter rabies vaccination records from local veterinary clinics if rabies reporting is
required by TOWN.
C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to
TOWN as needed.
5. Provide veterinarians and other authorized registrars with reasonable quantities of supplies(reporting
forms,applications or vaccination certificates,citizen mailing envelopes,etc.)necessary to sell license
tags and/or report rabies vaccinations to CONTRACTOR. Supplies are to be printed in one color with
the design and layout to be determined by CONTRACTOR.
6. Reporting to TOWN
A. Send reports to TOWN within 15 business days after the end of each month including the number
of licenses sold at each location.
B. Provide statistical reports to TOWN as requested within a timely manner. Depending on the
information requested,CONTRACTOR can provide most reports within five business days.
C. Process donations on behalf of TOWN when a donation is made with the purchase of a license, if
TOWN requests donations be collected.
D. Provide an online tag search to the public if TOWN wishes to have CONTRACTOR's online tag
search enabled.
TOWN RESPONSIBILITIES
-2.
i
i
1
1. Purchase license tags to CONTRACTOR's specifications and ship them to CONTRACTOR.
CONTRACTOR recommends that tags be shipped directly from tag vendor to CONTRACTOR to
reduce shipping costs.
2. Report TOWN license sales electronically or by mail at least monthly by the 10th calendar day of the
month for the prior month's sales.
3. Give CONTRACTOR at least 60 days'notice of license fee or ordinance changes.
4. Respond to CONTRACTOR inquiries in a timely fashion.
5. Provide feedback to CONTRACTOR regarding program and customer matters.
6. If TOWN requests that CONTRACTOR utilize specific supplies in connection with the performance of
the Services,such as,for example,forms,brochures,or rabies books,TOWN will provide those supplies
to CONTRACTOR without charge.
-3-
EXHIBIT B
Description of Compensation and Terms
1. BANK ACCOUNTS
Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of TOWN under this
Agreement will be deposited into an account of the following type that is from time to time designated by TOWN
(a"Bank Account"):
A. An account established and maintained by TOWN in its name at a bank or other financial institution(a
"TOWN Account").
TOWN will initially designate Bank Account to be utilized hereunder in a notice that TOWN will deliver to
CONTRACTOR during the Transition Phase in accordance with Section 11.TOWN may thereafter change the
designation of the type of Bank Account to be utilized hereunder from time to time upon notice to
CONTRACTOR,and CONTRACTOR will have a reasonable time in order to effect any such requested change.
TOWN will reimburse CONTRACTOR for all out-of-pocket expenses incurred by CONTRACTOR in
connection with any change in the type of Bank Account utilized hereunder,
2. COMPENSATION TO CONTRACTOR
In consideration of the Services,CONTRACTOR shall be entitled to the following compensation:
A. Basic_Fees.
TOWN shall pay to CONTRACTOR the following fees for all animal licenses issued during the term of this
Agreement, regardless of whether they are issued by TOWN, CONTRACTOR, veterinarians, or any other
persons:
1) $4.30 for each one-year license or replacement tag and for the first year for each multi-year
license(which amount is subject to adjustment as provided below).
2) $2.00 for each additional year after the first year for each multi-year license.
3) $2.50 collection service fee for each late fee,if any,paid by a Licensee during the term of this
Agreement.
An animal license will be considered"Issued"for purposes of this Agreement regardless of the means,method,
program,process,or agency used for the issuance or registration of the license,and whether or not a fee or other
consideration is charged or received by the TOWN for the license. Without limiting the generality of the
foregoing,an animal license that is donated or issued free of charge by the TOWN or that is issued as part of a
bundling of TOWN services or programs will be considered"issued"for purposes of this Agreement.Further,
any animal license that is processed by CONTRACTOR for TOWN during the term of this Agreement will be
considered "issued" for purposes of this Agreement, whether or not the license was or is actually issued or
delivered before,during,or after the term of this Agreement,provided the license is issued within 30 days of the
termination of this agreement,
Notwithstanding the preceding provisions of this Section 6A,the parties agree that CONTRACTOR's minimum
aggregate fees under this Section 6A are$6,000,00 per calendar year.
-4-
.............
................
i
As used in this Agreement,the term"Licensee" refers to any person who applies for an animal license to be
issued by or on behalf of TOWN,
B. Start-tp ,Fee.
<Start-up fee not applicable to renewal contracts.>
C. Additional Service Fees or Costs,
The following fees or cost reimbursements will apply to the extent that the corresponding services described
below are requested by TOWN:
1) Cost of Bank Account. TOWN will be responsible for all out-of-pocket costs related to any
Bank Account. TOWN will reimburse CONTRACTOR on a monthly basis for any out-of-
pocket costs for a Bank Account that are paid by CONTRACTOR.TOWN may request copies
of the bank statements for a Maintained Account at any time and CONTRACTOR will provide
available bank statements for that Maintained Account within five business days after a request
is received by CONTRACTOR.
2) Bank Deposit Mailing Fees. If TOWN requires CONTRACTOR to deposit money into a
TOWN Account other than at a branch located in the TOWN where CONTRACTOR's
principal office is located,CONTRACTOR may make any deposit to that TOWN 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 TOWN and included in invoices
submitted to TOWN for the Services.
) Postal Box/Mail Forwarding Fee. If TOWN requests CONTRACTOR to establish a local post
office box for mail collection and forwarding,TOWN will pay or reimburse CONTRACTOR
for the actual costs of mail box rental,mail forwarding and postage fees.
4) Supply Fee, If TOWN requests changes to supplies or notices that it has previously approved,
including but not limited to fee or program changes,TOWN will be responsible for the actual
costs associated with changing,replacing or discontinuing the use of the previously approved
supplies.If TOWN terminates this Agreement for any reason other than for cause,TOWN will
remain responsible for the actual cost of supplies purchased on its behalf.
5) Lock Box Fees. If TOWN utilizes a lockbox, the actual fees and costs associated with the
lockbox,including the cost to forward mail to CONTRACTOR from a lockbox,shall be borne
solely by TOWN.
D. Charges to Licensees.
TOWN agrees that CONTRACTOR may charge and collect the following fees directly from Licensees, and
CONTRACTOR shall be entitled to retain any such fees so collected as part of CONTRACTOR's compensation
under this Agreement,except as otherwise provided below:
1) $2.00 for each on-line transaction engaged in by a Licensee.
2) CONTRACTOR may charge a fee to a Licensee of no more than $25.00 (or, if lower, the
maximum amount permitted by applicable law from time to time in effect)for each check or
other payment from that Licensee that is returned uncollected for any reason.Any such returned
item fee related to a Maintained Account that is actually collected shall be deposited into the
-5.
V
V
Maintained Account and shall be for the benefit of TOWN;otherwise the fee shall be retained
byCONTRACTOR.
3. PAYMENTS
A. TOWN Account Used. If and for so long as a TOWN Account is utilized hereunder, the following
provisions shall apply(and the provisions.of Section 9B shall be inapplicable):
Within 15 business days after the end of each calendar month,CONTRACTOR will submit to TOWN an invoice
with supporting documentation for the compensation due CONTRACTOR under this Agreement for that
calendar month. TOWN will pay CONTRACTOR the invoiced amount by means of check,ACH payment or
other form of payment acceptable to CONTRACTOR within 30 days after the date CONTRACTOR submits the
invoice to TOWN.Invoices that are not timely paid will, at CONTRACTOR's option, bear interest from the
30th day after the date that CONTRACTOR submits the invoice to TOWN until paid at a rate equal to the lesser
of(i) 18%per annum or(ii)the maximum annual rate of interest permitted from time to time under applicable
law(or if those rates are the same,then at the rate determined under either clause).Invoices will be submitted
electronically to the e-mail address that TOWN shall from time to time provide CONTRACTOR for the
submission of invoices or in such other manner as TOWN may from time to time request in writing to
CONTRACTOR and that is acceptable to CONTRACTOR.
C. Direct Collections by TOWN. If TOWN collects any animal license fee or any other amount that is
subject to this Agreement directly from a Licensee, veterinarian or other source,other than CONTRACTOR,
TOWN may retain the amount.TOWN shall report the amount so collected to CONTRACTOR in accordance
with Section 8B so that the fee(s)due CONTRACTOR hereunder with respectto the amount collected by TOWN
may be determined and paid in accordance with this Agreement.
4. TERM
The initial term of this Agreement will commence on July 1, 2025 and will expire at the close of business on
June 30, 2028, unless this Agreement is sooner terminated in accordance with other provisions of this
Agreement.Two additional 12-month renewal options,at this Agreement's rate as outlined in Section 6,may be
exercised based on the mutual acceptance of CONRACTOR and TOWN.
5. TRANSITION PHASE
The period beginning on the Execution Date and expiring at the close of business on the 60th day thereafter is
referred to as the"Transition Phase."CONTRACTOR shall begin processing licenses within a reasonable time
following the Transition Phase subject to TOWN's timely fulfillment of its obligations under this Section 11.
CONTRACTOR,in its discretion,may begin processing licenses prior to the expiration of the Transition Phase.
TOWN acknowledges that any delay in the performance of its obligations under this Section I 1 may result in a
delay in the commencement of the Services.The date on which CONTRACTOR commences the processing of
licenses hereunder is referred to in this Agreement as the"Commencement Date:'CONTRACTOR shall notify
TOWN of the Commencement Date within a reasonable period before or after the Commencement Date.
During the Transition Phase:
A. License Data.
-6.
TOWN shall provide historical license data files consisting of licenses older than 90 days within fifteen days
after the Execution Date, The said historical data shall be made available to CONTRACTOR in an electronic
format that is readily importable by CONTRACTOR.
B. Deliverables.
Within ten days after request from CONTRACTOR, TOWN shall provide to CONTRACTOR agreed upon
supplies,data,feedback,process information,the initial designation regarding the type of Bank Account under
Section 5, and required approvals for items such as form designs (collectively,"Deliverables"). Deliverables
may be requested throughout the Transition Phase,
C. Tan.
TOWN shall purchase,at TOWN's expense,and cause to be delivered to CONTRACTOR license tags that meet
CONTRACTOR's specifications,which have been provided to TOWN.
6. NOTICES
Notices to CONTRACTOR shall be addressed as follows:
Chris Richey,President
PetData,Inc.
P.O.Box 141929 (if mailed)
Irving,Texas 75014-1929
8585 N Stemmons Fwy,Suite I 100N (if delivered)
Dallas,Texas 75247
214-821-3106 (facsimile)
Any such notice shall be effective(a)if delivered personally or by courier,when received,(b)if sent by overnight
courier,when received,(c)if mailed,on the second business day after being mailed as described above,and(d)
if sent by confirmed(either personal or machine)written telecommunication,when dispatched.Any party may
change any of its contact information for notices upon not less than ten(10)days'prior notice to the other party
in accordance with this Section. The.provisions of this Section shall not govern the means of submission of
invoices by CONTRACTOR to TO"under this Agreement.
DETERMINATION OF VENDOR AS A SOLE SOURCE
TO: Melissa Rodrigues,Town Manager Date: July 24, 2025
I have investigated alternative sources for obtaining the goods/services)specifically described as:
Dog Animal Licensing-see attached spreadsheet
I have determined that no practicable alternative vendor exists for the above described
goods/services after making the following investigation:
I have investigated the market and only Pet Data provides all the services needed. The other vendors
provide some service but not all.See attached.I also did an extensive online search for alternative
vendors in the U.S.
Therefore,I am requesting that a contract/purchase order in the amount of$24,000.00 be
awarded to Pet Data, Inc. ,for the goods/services)
described above.
Division Director/Department Head
Approved:
'n j��
i
Melissa Rodrigues,Town Manager