HomeMy WebLinkAboutContract 55379 CSC No. 55379
FORT WORTE,
VENDOR SERVICES AGREEMENT
(Information Technology)
Adopets, Inc.
This Vendor Services Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Client") and
Adopets, Inc, a Delaware Corporation ("Vendor" or "Adopets"). City and Vendor are each
individually referred to herein as a "party" and collectively referred to as the "parties." The term
"Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or
subcontractors. The term "City" shall include its officers, employees, agents, and representatives.
1. Definitions
1.1 "Data" - available data collected in connection with City's use of the System, which means
reports on adoptions, transactions, and adoption applications.
1.2 "Fees" - Fees for the Service and Associated Services Adopets provides under an Order.
1.3 "Management System" - Adopets cloud and app-based adoption management system for use
under the Agreement. The Management System includes Mobile Apps.
1.4 "Mobile App" - a downloadable software application and associated Updates for accessing
and using the Management System via a Mobile Device.
1.5 "Mobile Device" - a smart phone, tablet or handheld device you supply, compatible with our
Mobile App, for use with the System.
1.6 "Optional Services" — optional services (e.g. program management, analytics, custom
reporting, enhanced support, etc.)Adopets provides at additional charge for use with the Service.
1.7 "Order" - a binding order covering the provision of Services under these Terms. An Order
will result from one of the following: (a) mutual written agreement by the parties; or (b) duly
authorized representative's signature under these Terms.
1.8 "Service" — the service Adopets' provides for management of pet adoptions through its
Management System.
1.9 "System" - the Adoption Management System Adopets makes available under these Terms.
OFFICIAL RECORD
Services Agreement—CFW and ADOPETS CITY SECRETARY
FT. WORTH, TX
2. Subscription.
2.1 Scope Services - During the Subscription Term and subject to the terms of this Agreement,
City subscribes to the Service (and applicable Optional Services) and Vendor grants City a non-
transferable, non-exclusive license to access and use the Management System (including
applicable Mobile Apps).
2.2 Subscription Term - the Subscription Term upon the date signed by the Assistant City
Manager below("Effective Date")and have a term of 1 year. The Subscription Term will be subject
to successive automatic renewals for periods of 1 year unless either party provides notice of non-
renewal at least 15 days before expiration of the then-current term.
3. Software
All software is owned by Vendor or a third party licensor who will retain exclusive right, title and
ownership of the software. City is granted a limited, personal, non-exclusive license, without the
right to sublicense, to use the software only with the specific System elements covered by the
applicable Order.
4. Other Support.
4.1 Software Updates. When reasonably practical, Vendor will alert City and other customers in
advance of major Updates. Vendor will automatically install minor and general Updates as they
become available to the Management System and, when reasonably practical, cause Updates to
automatically install in Mobile Apps. If an Update requires City to download the Update to a
Mobile Device(s), Vendor will inform you of the required download procedure and City will
complete the download. The term "Software Updates" means maintenance releases, error
corrections, additions, changes, modifications, extensions, new versions and new releases of
software for the System, excluding new products or services Vendor elect to sell separately.
4.2 Support Services. Vendor will provide City with access to Vendor's then-current standard
support services for Adopets subscribers ("Support").
5. Fees.
5.1 Fees for Management System. The Adopets Management System is provided free of charge.
5.2 Fees for Transaction Processing. For adoptions that include a credit card payment processed
through the Management System a processing fee of 5% (with a minimum processing fee of$5)
is assessed. By default,the processing fee is added to the adoption fee and paid for by the adopter.
For adoptions that do not include a credit card payment processed through the Management System
there is no processing fee.
5.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in
any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and
Services Agreement—CFW and ADOPETS Page 2 of 8
the Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
6. Data.
6.1 City Access. City may access its available Data during the Subscription Term and successive
renewal periods through the reporting features of the Management System per Vendor's then
current data-retention practices.
6.2 Vendor Use. Vendor may use to the adopter's information, to provide the Service and
associated Support,but Vendor will not otherwise use or disclose the adopter's information(unless
all identifying information unique to You has been removed at our expense). Vendor may use
Data of registered Adopets users who have provided user consent to receive updates on our
products and services.
7. Confidentiality.
7.1 Confidential information. "Confidential Information" means any technical or non-technical
information related to the operations, products, technology, services, or business of a party
disclosed or otherwise provided in any manner by such party to the other party, or to which the
receiving party may gain access while performing under the Agreement,whether disclosed orally,
visually or in writing, and whether or not bearing any legend or marking indicating that such
information or data is confidential. City's Confidential Information includes Data provided to
Adopets, confidential reports, financial and operational information, and other matters relating to
the operation of City business. Confidential Information also includes the terms and conditions of
the Agreement and proprietary or confidential information of any third party that may be in the
disclosing party's possession. Vendor's Confidential Information includes the Management
System, the system documentation, and pricing of the Management System and other System
elements.
7.2 Nondisclosure. During the term of this Agreement and for a period of 3 years thereafter, each
party will: (a) hold the other's Confidential Information in confidence, using the same degree (but
no less than a reasonable degree) of care and protection that it exercises with its own confidential
information of a similar nature; (b) not directly or indirectly disclose, copy, distribute, republish
or allow access to any Confidential information of the other party to a third party; and(c) not use
the other party's Confidential Information for any purpose other than as necessary to fulfill such
party's obligations or exercise its rights under this Agreement. Notwithstanding the above, either
party may disclose Confidential Information if so required by applicable law or regulation
(including court order or subpoena or other governmental decree or authority), provided that the
receiving party, if required by governmental authority to reveal Confidential Information of the
disclosing party will, if allowed by applicable law, notify the disclosing party promptly upon
learning of the government requirements and before making such disclosure, and will provide the
disclosing party with an opportunity (at the disclosing party's own expense) to seek a protective
order or other appropriate procedure so that the disclosure, if required, can be made in a manner
than preserves the confidentiality of the Confidential information.
Services Agreement—CFW and ADOPETS Page 3 of 8
7.3 Public Information. City is a government entity under the laws of the State of Texas and all
documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City
hereby objects to such provisions and such provisions are hereby deleted from the Agreement and
shall have no force or effect. In the event there is a request for information marked Confidential or
Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit
reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
8. Additional Terms.
8.4 Intellectual Property. The Management System and other System elements are Vendor's
intellectual property. As between City and Vendor, Vendor retains title to and ownership of all
right, title and interest in such assets, including all intellectual property and other proprietary rights
therein. All rights not expressly granted herein are reserved by Vendor. City will not: (a)provide
access to or use the Management System for any purpose separate from the System covered by
these Terms; (b) disassemble, reverse engineer, decompile, disassemble or otherwise attempt to
derive the source code of the Management System or any other System element; modify, port,
adapt, translate or create any derivative work based upon the Management System or any System
elements.
8.5 No Transfer. Unless City has been granted rights as an authorized partner, City will not copy,
distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, use, offer on a service
bureau basis, deliver or otherwise transfer the Management System, in whole or in part.
8.7 Use Obligations. City (A) will access and use the Management System only in accordance
with the Agreement, (B) will not upload or permit the Management System to be used to upload
any data that (1) infringes the intellectual property rights or other proprietary rights of any third
party, (2) is unlawful or objectionable material or (3) contains software viruses or other harmful
or deleterious computer code, files or programs
8.8 No Conflicts. City represents and warrants that (1) the Agreement has been duly entered into
and constitutes a valid and binding agreement enforceable against you in accordance with its terms;
(ii) no authorization or approval from any third party is required in connection with City entering
into or performance of the Agreement; and (iii) the entering into and performance of the
Agreement does not violate the terms or conditions of any other agreement to which the City is a
party or by which it is otherwise bound
8.9 Compliance. City will comply with all applicable laws and regulations in its use of the
System. City, not Vendor, are responsible for any applicable vertical or industry-specific
regulation compliance.
9. Limitations of Liability
Services Agreement—CFW and ADOPETS Page 4 of 8
9.1 Exclusions. NEITHER CTIY NOR VENDOR WILL BE LIABLE TO EACH OTHER FOR
ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE OR
DATA, OR WILL SEEK THOSE TYPES OF DAMAGES.
9.2 Liability. VENDOR'S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT,
WARRANTY, NEGLIGENCE, INDEMNITY OR OTHERWISE) FOR ANY AND ALL
CLAIMS ARISING UNDER THIS AGREEMENT WiLL NOT FOR ANY REASON EXCEED
THE AMOUNT YOU HAVE PAID US IN FEES FOR SERVICES UNDER THIS
AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE INCEPTION OF THE
CLAIM. THE PRICING FOR GOODS AND SERVICES HEREUNDER IS BASED ON THESE
LIMITATIONS OF LIABILITY.
9.3 IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section S,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.in the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Services Agreement—CFW and ADOPETS Page 5 of 8
9.4 Force Majeure. Vendor will not be in breach of the Agreement or liable for damages from
any circumstances beyond our reasonable control, including (without limitation) fires, floods,
natural disasters, power outages, cybercrime, delays or disruptions by third parties (including
without limitation, communications providers or third party service providers).
10. Termination
10.1 Termination. Either party may terminate this Agreement at any time and for any reason by
providing the other party with 15 days notice.
10.2 End of Management System and Access to Data. When the Agreement and Support
terminates, City will no longer have access to the Management System or the ability to generate
reports containing its available Data. If City desires to use the Management System to create
reports containing City's available Data when the Agreement is scheduled to expire or terminate,
City may continue to pay all Fees until City no longer desires access to the Management System
(after the Agreement terminates, all remaining Data will eventually be deleted under our data
retention policy) unless termination is due to failure to pay fees when they are due or a breach of
the Agreement terms.
10.3 Survival. The rights and obligations which are continuing in nature (including Sections 5, 6,
7, 8, 9, 10 and 12)will survive any suspension or termination of the Agreement.
11. Applicable Terms.
These Terms will apply and (except as mutually agreed in writing) remain unchanged during the
Subscription Term and during any renewal.
12. General.
12.1 Notices.All"notices"must be in writing and delivered electronically or by other method with
proof of delivery. All other communications,requests or alerts may be provided by email,website
or other electronic means. All notices shall be sent to the following:
To CITY: To VENDOR:
Adopets
City of Fort Worth
Attn: Assistant City Manager for Code Attn: Artur Sousa
200 Texas Street 75 Ridgeland Ave
Fort Worth, TX 76102-6314 South Portland,ME
Facsimile: (817) 392-8654 04106
With copy to Fort Worth City Attorney's Office at
same address
Services Agreement—CFW and ADOPETS Page 6 of 8
12.2 Assignment. Neither party will assign this Agreement, in whole or in part to a third party,
without the written consent of the other party; provided that (a) either party may assign this
Agreement to an affiliate or to the surviving legal entity in the case of its merger or consolidation,
or to an entity to which such party transfers all, or substantially all, of its business and assets
relevant to this Agreement, and(2) the party making the assignment will promptly notify the other
party of such assignment. This Agreement will be binding upon, and inure to the benefit of, the
parties and their respective successors and assigns.
12.3 Governing Law and Venue: The Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed in accordance with the laws of the United States and
state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the
Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas.
12.4 Disputes. [Intentionally Omitted]
12.5 Severability. Any waiver of or modification to the terms of the Agreement will be ineffective
unless executed in writing and signed by both parties. If any provision of these terms and
conditions are held to be unenforceable,in whole or in part, such holding will not affect the validity
of the other provisions of this document.
12.6 Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity. To
the extent the Agreement requires City to waive its rights or immunities as a government entity;
such provisions are hereby deleted and shall have no force or effect.
12.7 Right to Audit.Vendor agrees that City shall,until the expiration of three(3)years after final
payment under the Agreement, have access to and the right to examine any directly pertinent
books, documents,papers and records of Vendor involving transactions relating to the Agreement.
Vendor agrees that City shall have access during normal working hours to all necessary Vendor
facilities and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
12.8 Complete Agreement.The Agreement(as described above)contains the complete agreement
between the parties (and supersedes any prior agreements) relating to the subjects of this
Agreement. Any terms in any City purchase orders or other ancillary documents that are in conflict
with or in addition to the terms of the Agreement are rejected and will be of no effect unless
expressly agreed to in writing by both parties.
(Signature Page Follows)
Services Agreement—CFW and ADOPETS Page 7 of 8
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Y44-y,'�-yILAi6d2t4 of this contract,including ensuring all
By: vaiarla Wachington Wart. Ti performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Q..�_
Date: By:
iessi&Brown(Mar 4,202116:48 CST)
Name: Jessica Brown
Approval Recommended: Title: Code Superintendent
Approved as to Form and Legality:
By: Tim Morton(Mar 5,202107:32 CST)
Name: Dr. Timothy Morton Cl# yLL2o_AdItl-1Gl_
ChristopHerA stria(Mar5,202110:18 CST)
Title: Assistant Director �a4��nA�� By:
pa�oFOnr�ad Name: Christopher Austria
O°° 00 0 Title: Assistant City Attorney
Attest: A t`wo d
_^0 0
�vo °2d
S Contract Authorization:
00o *�� M&C: N/A 24089-03-2020(March 19,2020) and
By: �U a�a�rEXASoop 24161-04-2020(April 7,2020)
Date
Name: Mary Kayser Approved:N/A
Title: City Secretary 1295: N/A
VENDOR:
ADOPETS, INC.
By; &t&'S&M A a
Name: Artur Sousa
Title: CEO
Date: V4/2021
OFFICIAL RECORD
Services Agreement—CFW and ADOPETS CITY SECRETARY
FT. WORTH, TX