HomeMy WebLinkAboutContract 50646-A1R4DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
CSC No. 50646-A1R4
FIRST AMENDMENT AND FOURTH RENEWAL
TO
CITY OF FORT WORTH CONTRACT 50646
This First Amendment and Fourth Renewal is entered into by and between the City
of Fort Worth (hereafter "Buyer"), a home rule municipality, with its principal place of business
at 200 Texas Street, Fort Worth, Texas, and Pethealth Services (USA) Inc. ("Vendor"), Buyer
and Vendor may be referred to individually as a Party and collectively as the Parties.
WHEREAS, on April 13, 2018, the Parties entered into City Secretary Contract 50646
to provide professional services for custom development of PetPoint software application
("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to add Petfinder Auto Upload,
Builders Suite, and PetPoint Enterprise software, add five additional one-year renewal options,
and renew the Agreement through January 16, 2024.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
The Agreement is hereby amended to add Exhibit A, B, and C, attached to this First
Amendment, to add Petfinder Auto Upload, PetPoint Builder Add -On License Fee, and PetPoint
Enterprise License Fee to existing PetPoint software application, for a total annual amount of
$15,400.00.
The Agreement is further amended to include five (5) additional one-year renewal terms at
the City's option.
2.
RENEWAL
The Agreement is hereby renewed through January 16, 2024. The total amount of the
renewal is $15,400.00 annually.
3.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
OFFICIAL RECORD
CITY SECRETARY
4. FT. WORTH, TX
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
First Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 50646 Page 1 of 2
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
have the same effect as anoriginal.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By: Valerie Washington (Feb 27, 2023 15:18 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 27, 2023
APPROVAL RECOMMENDED:
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Name: Kevin Gunn
Title: Director, IT Solutions Department
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Pethealth Services (USA) Inc.
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Steven Vandever (Feb 21, 2023 07:57 CST)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Approved: N/A
1295: N/A
ATTEST:
rD Sig tlby:
By: l �g.� By:
Name: Steve zei dman
Title: vice President, Software Solu ions
Date: 20 February 2023 1 3:59 PM EST
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 50646 Page 2 of 2
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EXHIBIT A Page 1 of 13
WA9I•]1►III 1_100[d_Al9RRI.141.01 J].19A114:T_[C11:M►,14 L1IIII
This Application Service Provider Agreement (this "Agreement") is made and entered into as of (the "Effective Date") by
and between:
Pethealth Services (USA) Inc., City of Fort Worth
3315 Algonquin Road, Suite 310 -and- 200 Texas Street
Rolling Meadows, IL 60000 C:r+%AI-,+k Tv -7c1n)
("Pethealth") (the "Client")
This Agreement governs the relationship between Pethealth and the Client and is entered into for Pethealth to provide the Client with access to
software and services on an application service provider ("ASP") basis, pursuant to the terms and conditions described in this Agreement.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, both Parties agree as follows:
DEFINITIONS
The capitalized terms used in this Agreement shall have the meanings as defined below.
Additional Services: Means any services provided by Pethealth to the Client for an additional fee pursuant to this Agreement, including
but not limited to database conversion, training, support and custom development additions.
Affiliate: Means a business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, the applicable Party.
Application: Means the general production version of the PetPoint Shelter Data Management Software, including all updates,
improvements and enhancements.
ASP: Means application service provider and refers to Pethealth.
ASP Service(s): Means any service(s) in relation to the Application provided by Pethealth to the Client pursuant to this Agreement.
Client: Means the entity named and entering into this Agreement with Pethealth.
Client's Data: Means the data entered into the Application by the Client.
Communications: Has the meaning given in Schedule C.
Confidential Information: Refers to the information the Parties may disclose or make available to one another in connection with this
Agreement which is considered by the disclosing Party to be confidential or proprietary information about itself or
its business, products or services. This includes, but is not limited to: (a) the terms of this Agreement, unless
prohibited by law; and (b) any other information, communication or data, in any form, including, but not limited to,
oral, written, graphic or electronic forms, which the disclosing Party identifies as confidential or which is of such a
nature that the receiving Party should reasonably understand that the disclosing Party desires to protect such
information against unrestricted disclosure or use, including, without limitation, business information, financial data
and marketing data.
Notwithstanding the foregoing, Confidential Information does not include information that is: (a) generally known in
the public (other than through unauthorized disclosure); (b) rightfully in the receiving Party's possession prior to
disclosure as evidenced by competent written proof; (c) independently developed by the receiving Party without
reliance on or reference to the disclosing Party's Confidential Information; or (d) rightfully received by the receiving
Party from a third party without a duty of confidentiality, provided that (i) the receiving Party has no knowledge
that such information is subject to a confidentiality agreement and (ii) such information is not of a type or character
that a reasonable person would have regarded it as confidential.
Consenting Parties: Has the meaning given in Schedule C.
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Fee: Refers to any payments made by the Client to Pethealth in connection with this Agreement including, but not
limited to, the Application onboarding fee and Additional Services fee(s).
Force Majeure: Means a cause or event that is not reasonably foreseeable or not otherwise caused by or under the control of
Pethealth including acts of God, fires, floods, explosions, riots, wars, hurricanes, sabotage, terrorism, vandalism,
accident, restraint of government, governmental acts, injunctions, insurance regulatory and compliance acts, labor
strikes or internet service provider failure or delay.
Go -Live Means the date the Client begins daily use of the Application.
Offer: Has meaning given in Schedule B.
Party, Parties: "Party" means either Pethealth or the Client, as applicable. "Parties" refers to Pethealth and the Client collectively.
Personnel: Means the Affiliates of each Party, and the directors, officers, employees, agents, representatives, advisors and
volunteers of each Party and their Affiliates, as applicable.
Pethealth: (Means Pethealth Services (USA) Inc., the Application Service Provider, an Illinois Corporation.)
Pethealth Advantage Has the meaning given in Schedule B.
Program:
Proprietary Information: Means any and all information relating to the Application and the ASP Services, including the databases, computer
programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software,
extended format reports and other information forming part of, relating to or made available as part of the
Application and the ASP Services that is proprietary to Pethealth and/or its licensors and all related copyrights,
trademarks, service marks, trade secrets, patents or other intellectual property and ownership rights of Pethealth or
its subsidiaries and Affiliates and its relevant licensors.
Trial: Has the meaning given in Schedule B.
CLIENT'S USE OF THE APPLICATION
2.1. Right to Access and Use. Subject to the terms and conditions of this Agreement, Pethealth grants the Client the right to use the
Application on a remote basis through the ASP for the purpose of managing the Client's data and for related purposes relating to the
management of customer data in the animal welfare industry. The Client is authorized to use all functionality and all configurations of the
Application (including all updates) that are made available through the ASP or made generally available by Pethealth.
2.2. Terms of Use. The Client will not (a) make any ASP Service or content available to, or use any ASP Service or content for the benefit of,
anyone other than the Client, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any ASP Service or content, or
include any ASP Service or content in an ASP Service bureau or outsourcing offering, (c) use an ASP Service or third party application to
store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party
privacy rights, (d) use an ASP Service or third party application to store or transmit malicious code, (e) interfere with or disrupt the
integrity or performance of any ASP Service or third party data contained therein, (f) attempt to gain unauthorized access to any ASP
Service or content or its related systems or networks, (g) permit direct or indirect access to or use of any ASP Service or content in a way
that circumvents a contractual usage limit, or use any of Pethealth's ASP Services to access or use any of Pethealth's intellectual property
except as permitted under this Agreement, (h) copy an ASP Service or any part, feature, function or user interface thereof, (i) copy
content except as permitted, (j) frame or mirror any part of any ASP Service or content, other than framing on the Client's own intranets
or otherwise for the Client's own internal business purposes, (k) access any ASP Service or content in order to build a competitive product
or Service or to benchmark with a third party product or ASP service, or (1) reverse engineer any ASP Service (to the extent such
restriction is permitted by law). Any use of the ASP Services in breach of this Agreement by the Client that in Pethealth's judgment
threatens the security, integrity or availability of Pethealth's ASP Services, may result in Pethealth's immediate suspension of the ASP
Services, however, Pethealth will use commercially reasonable efforts under the circumstances to provide the Client with notice and an
opportunity to remedy such violation or threat prior to such suspension.
2.3. No Retained Rights. The Client understands and agrees that their right to use the Application is provided on a limited, non-exclusive, non-
transferable and revocable basis. In no event will the Client obtain or retain any other right of access or use or retain any right, title or
interest, whether in the form of intellectual property or any other ownership rights or interests, in or to the Application (or any
modifications, improvements, enhancements, upgrades or any derivative works based upon the Application).
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2.4. Pethealth Service Levels and Support. Pethealth will use commercially reasonable efforts to make the Application available 24 hours a
day, 7 days a week, except for: (a) planned downtime (of which Pethealth shall give advance electronic notice) and (b) any unavailability
caused by a Force Majeure event. Upon request, Pethealth will provide to the Client a complete duplicate of the Client's Data in SQL
format on a monthly basis.
3. THIRD PARTY PROVIDERS
3.1. Third Party Services. Pethealth or third parties may make available third party products or services, including, for example, third party
applications and implementation and other consulting services. Any acquisition by the Client of such products or services, and any
exchange of data between the Client and any third party provider, product or service is solely between the Client and the applicable third
party provider. Pethealth does not warrant or support third party products or services, whether or not they are designated by Pethealth
as "certified" or otherwise, unless expressly provided otherwise.
3.2. Data. If the Client chooses to use a third party application with an ASP Service, the Client grants Pethealth permission to allow the third
party application and its provider to access the Client's Data as required for the interoperation of that third party application with the ASP
Service. Pethealth is not responsible for any disclosure, modification or deletion of the Client's Data resulting from access by such third
party application or its provider.
3.3. Integration. The ASP Services may contain features designed to interoperate with third party applications. To use such features, the
Client may be required to obtain access to such third party applications from its providers, and may be required to grant Pethealth access
to the Client's account(s) on such third party applications. Pethealth cannot guarantee the continued availability of such service features,
and may cease providing them without entitling the Client to any refund, credit, or other compensation, if for example and without
limitation, the provider of a third party application ceases to make the third party application available for interoperation with the
corresponding service features in a manner acceptable to Pethealth.
4. PETHEALTH ADVANTAGE PROGRAM
4.1. The Client shall have the option to participate in the Pethealth Advantage Program as specified in Schedule B.
FEES AND PAYMENT
5.1. Currency. Any references to monetary values made within this Agreement shall be denominated in the currency in use by the country
where the Client is domiciled.
5.2. Fees. The Client shall pay Pethealth for all fees specified in Schedule A. Except as otherwise specified: (a) fees are based on the
Application and the ASP Services purchased and not actual usage and (b) payment obligations are non -cancellable and fees paid are non-
refundable.
5.3. Invoicing and Payment. The Client will provide Pethealth with valid and updated credit card information, or with a valid purchase order
or alternative document reasonably acceptable to Pethealth. If the Client provides credit card information to Pethealth, the Client
authorizes Pethealth to charge such credit card for all Fees set forth in Schedule A. Such charges shall be made in advance, either
annually or in accordance with any different billing frequency stated in Schedule D. If the Client specifies that payment will be by a
method other than a credit card, Pethealth will invoice the Client in advance and otherwise in accordance with the agreed payment
method. Unless otherwise stated, invoiced charges are due net thirty (30) days from the invoice date. The Client is responsible for
providing complete and accurate billing and contact information to Pethealth and notifying Pethealth of any changes to such information.
5.4. Overdue Charges. If any invoiced amount is not received by Pethealth by the due date, then without limiting Pethealth's other rights or
remedies, those charges may accrue late interest at the rate of 1.5% per month, compounded monthly, being 19.56% per annum (or the
highest rate permitted by law, if less).
S.S. Suspension of Service and Acceleration. If any amount owing by the Client under this or any other agreement for Pethealth services is
thirty (30) or more days overdue (or ten (10) or more days overdue in the case of amounts the Client has authorized Pethealth to charge
to its credit card), Pethealth may, without limiting Pethealth's other rights and remedies, accelerate the Client's unpaid fee obligations
under such agreements so that all such obligations become immediately due and payable, and suspend Pethealth's services to the Client
until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined,
Pethealth will give the Client at least ten (10) days' prior notice that the Client's account is overdue before suspending services to the
Client.
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5.6. Taxes. The Client shall be responsible for any applicable sales, use, excise, value added, services, consumption or other tax that is
assessed on the grant of the right to use the Application or any part of the provision of ASP Services or on any payments due to Pethealth
under this Agreement.
6. PROPRIETARY RIGHTS
6.1. Application and Proprietary Information. The Client acknowledges that the Application and all Proprietary Information of Pethealth are
and will at all times remain the sole and exclusive property of Pethealth or its licensors.
6.2. Client's Data. The Client shall retain sole ownership of all the Client's Data. Pethealth shall have the sole and exclusive right to use the
Client's Data for the purpose of promoting, marketing and soliciting enrollment in Pethealth Inc. products and services, including, but not
limited to, microchip, on-line adoptable pet promotion services and insurance products and services. In addition, the Client acknowledges
that Pethealth may use the Client's Data for the purpose of data aggregation to form summary statistics used in industry reports and
other industry related data reporting initiatives. Aggregate data obtained from the Client's operations used to form summary statistics
will be combined with aggregate data obtained from other Application users and shall contain no information specifically identifying the
Client or their operations. The Client agrees that such use by Pethealth shall not constitute a breach of the confidentiality provisions of
this Agreement.
CONFIDENTIALITY
7.1. Permitted Use. Each Party will use Confidential Information received from the other Party solely for the purpose of rendering services
pursuant to this Agreement or otherwise discharging its obligations hereunder and will take all reasonable precautions to ensure that it
does not disclose to any third party such Confidential Information without the prior written consent of such other Party. Notwithstanding
the foregoing, a Party may disclose such Confidential Information: (a) to its employees and agents, on a need -to -know basis, who are
bound by obligations of non -disclosure and limited use at least as stringent as those contained within this Agreement; and (b) to the
extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body, upon
reasonable notice to the other Party.
7.2. General. Each Party shall be responsible for any breach of the confidentiality provisions of this Agreement by its employees and agents.
All Confidential Information will remain the sole property of the disclosing Party and no proprietary rights shall be granted to the
counterparty by this Agreement or by disclosure of Confidential Information under this Agreement. Upon request by the disclosing Party,
all Confidential Information must be promptly returned or destroyed. Notwithstanding the foregoing, Pethealth shall not be required to
purge its computer archives. The confidentiality obligations with respect to any information that is not considered to be a "trade secret"
under applicable law will expire three (3) years after the termination or expiration of this Agreement.
PUBLICITY
8.1. Non -Advertisement. Both Parties agree that they may not, without the written consent of the other Party:
a) Advertise or otherwise make known to others any information regarding this Agreement, including, but not limited to, any fee or
commission arrangements, unless prohibited by law;
b) Use any endorsement, quote or picture implying endorsement of the other Party or its Personnel in any advertising, sales
promotion, press release or other public document; or
c) Use or display the name or mark(s) of the other Party.
8.2. Exception. Notwithstanding the foregoing, the Parties agree that either Party may display the name and marks of the other Party and it's
Affiliates in its facilities (including any affiliate facilities and/or affiliate branches or clinics) and on their website for the purpose of the
Pethealth Advantage Program.
9. WARRANTIES AND DISCLAIMERS
9.1. The Application is provided on an "as is, where is" basis, without any representation or warranty or condition of any kind under
applicable law. Pethealth disclaims all conditions, terms, representations and warranties which have been express or implied, written or
oral, statutory or otherwise, including, but not limited to, warranties of merchantability, quality, fitness, title or non -infringement.
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10. M TUAL INDEMNIFICATION
10.1. Indemnification by Pethealth. Pethealth shall indemnify and hold the Client harmless from and against any loss, damage, claim, cost,
expense or other liability suffered or incurred by the Client as a result of any claim or cause of action by a third party arising out of or
relating to any alleged infringement of copyright or any other property right arising out of the use of the Application and the ASP
Services.
10.2. Indemnification by the Client. The Client shall indemnify and hold Pethealth harmless from and against any loss, damage, claim, cost,
expense or other liability suffered or incurred by Pethealth as a result of any claim or cause of action by a third party arising out of or
relating to: (a) the Client's use of the Application and the ASP Services, or (b) ownership or rights in any data received by Pethealth from
the Client or any information derived therefrom.
10.3. Interpretation. For the purposes of this Section 10, references to each Party shall include each Party's respective Personnel.
11. LIMITATION OF LIABILITY
11.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING
OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT AND THEIR AFFILIATES HEREUNDER FOR
THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY
AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
LIABILITY, BUT WILL NOT LIMIT THE CLIENT'S AND THEIR AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION
ABOVE.
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or
have been terminated.
12.2. Termination for Cause. Either Party may terminate this Agreement for cause:
a) Upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such
period; or
b) Upon thirty (30) days written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.3. Termination for Convenience. Either Party may terminate this Agreement without cause by providing sixty (60) days written notice to the
other Party.
12.4. Refund or Payment upon Termination. If this Agreement is terminated by the Client in accordance with Section 12.2, Pethealth will
refund the Client any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is
terminated by Pethealth in accordance with Section 12.2 the Client will pay any unpaid fees covering the remainder of the term. In no
event will termination under Sections 12.2 or 12.3 relieve the Client of its obligation to pay any fees payable to Pethealth for the period
prior to the effective date of termination.
12.5. Data Portability. After the termination of this Agreement, Pethealth will immediately shut off the Client's access to the Application. Upon
request, Pethealth will provide the Client with a complete duplicate of the Client's Data.
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13. CONSENT TO CONTACT AND EXEMPTION UNDER TEXAS HOUSE BILL 2828 ("HB2828")
13.1. Pursuant to Section 552.1177 subsection (b) Pethealth is exempt whereby governmental entities can provide Pethealth with an adopter's
personally -identifying information as the services provided by Pethealth relating to microchip registration pertain to public health and
safety, as the services provided allow for the prompt rehoming of stray animals.
Pethealth shall maintain the confidentiality of the information provided as specified in Schedule B, and shall not disclose the information
or use the information for any purpose that does not relate to the services that are offered relating to the protection of public health and
safety.
13.2 If the Client elects to participate in the Pethealth Advantage Program as specified in Section 4.1 and Schedule B, then the Client shall also
cooperate with Pethealth to collect and record the consent of third -parties to receive further communications from Pethealth and its
Affiliates, as specified in Schedule C.
14. GENERAL
14.1. Relationship. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary or employment relationship between the Parties.
14.2. Amendments. This Agreement may not be amended except by the written agreement of the Parties substantially in the form attached as
Schedule E. The terms and conditions outlined in the Schedules are subject to change and Pethealth will make commercially reasonable
efforts to provide the Client with thirty (30) days' prior written notice of any intended changes. The Client's continued use of the
Application and abidance of the revised terms and conditions after thirty (30) days means that the Client has accepted the revised terms
and conditions.
14.3. Assignment. This Agreement may not be assigned by the Client without the prior written consent of Pethealth and any alleged
assignments by the Client without Pethealth's prior written consent will be null and void. This Agreement will be binding on and exist to
the benefit of both Parties, including their respective successors and permitted assigns.
14.4. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Illinois I and the
applicable laws of the United States of Americal without regard to the conflicts of law principles.
14.5. Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement,
which shall remain valid and enforceable according to its terms.
14.6. Entire Agreement. The entire relationship between Pethealth and the Client is governed by this Agreement, including all Schedules
thereto and, if applicable, any amending agreement (including any additional Schedules that may form part of it) and replaces and
terminates all prior oral or written agreements, arrangements or understandings between the Parties as of the Effective Date.
14.7. Survival. The obligations imposed by Sections 6, 7, 9, 10, 11, 12.4, 12.5 and 14 will remain in force after the termination of this
Agreement.
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By signing this Agreement, both Parties are entering into the Agreement as of the Effective Date and agree to the terms and conditions outlined
within.
PETHEALTH:
IPethealth Services (USA) Inc.l
Address:
13315 Algonquin Road Suite 310
Rolling Meadows, IL 60000
Telephone:
1-866-600-4815
Email:
info@PetPoint.com
CLIENT:
City of Fort Worth
Billing Address:
200 Texas Street
Fort Worth, TX 76102
Telephone:
�(817)392-7021�-70211
Billing Email:
Supplierinvoices@fortworthtexas.gov
Name of Signer:
Steve zeidman
Signer's Title:
Vice President, Software Solutions
Signature:
L
s�e— by
Signer's Telephone:
1-866-630-7387 ext.
Signer's Email:
steve.zeidman@pethealthinc.com
Date:
20 February 2023 1 3:59 PM EST
Name of Signer:
Valerie Washington
Signer's Title:
Assistant City Manager
Signature:
ValeieV� g� r], 202315.181 S 1 )
Signer's Telephone:
1817-392-6192�392-61922
Signer's Email:
Valerie.Washington�Valerie.Washington@fortworthtexas.govv
Date:
Feb 27, 2023�27, 20233
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SCHEDULE A — Fees and Pricing
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1. PetPoint Annual Subscription Fee: The Client shall choose one (1) of the annual software subscription options and pay Pethealth the
subscription fee as outlined below on an annual basis. The PetPoint Annual Software Subscription fee shall be due on the first day of each
contract year. A quarterly payment option is available.
2.
PetPoint Professional:
a) With Phone and Chat Support - $9,000
PetPoint Enterprise (Builders and Constituent Services not included)
a) Phone and Chat Support - $10,000
2. Subscription Includes:
PetPoint Professional — Advantage Program:
a) Online Support - $0.00
b) Phone and Chat Support — $1,000
PetPoint Enterprise (Builders and Constituent Services not included) —
Advantage Program:
a) Phone and Chat Support - $2,500
PetPoint Professional: PetPoint Enterprise:
a) One application and database instance of PetPoint a) One application and database instance of PetPoint
Professional. Enterprise.
b) Hosting and file storage on Microsoft Azure b) Hosting and file storage on Microsoft Azure
c) Advanced Productivity Suite
3. Onboarding Fee: A one-time onboarding fee shall be paid by the Client to Pethealth at the commencement of this Agreement as outlined in
Schedule D.
Included in the onboarding fee:
a) Computer -based learning courses (20+ hours of available courses as required).
b) Project managed by Engagement Team Member consisting of regular check -ins throughout the self -guided onboarding.
c) Online web form support during business hours*.
*Monday through Friday 9:00 a.m. to 6:00 p.m. eastern time, except for Pethealth observed holidays.
4. Additional Services: Additional Services shall be offered and priced by a separate Statement of Work. These services may include, but are not
limited to data conversion, custom development, configuration, report building and end user training.
S. Pet Licensing Fee (applicable to Clients with Constituent Services): The Client accepts that there will be a fee, as outlined below, for each pet
license issued by the Client via PetPoint Application's online licensing. Beginning in year two (2), the Client shall receive an invoice at the
commencement of each contract year for all licenses issued during the previous contract year. The Client shall pay Pethealth any invoice charges in
accordance with Section 5.3 of this Agreement.
1— 50,000 50,001— 100,000 >100,000
$0.75 per license 1 $0.50 per license 1 $0.25 per license
PetPoint Application Service Provider Agreement TXv1-052022
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
PetRii nt.
DATA MANAGEMENT SYSTEM
SCHEDULE B — Pethealth Advantage Program
Page 9 of 13
By initialing below and on Schedule C, the Client agrees to the following terms and conditions outlined in this Schedule B and Schedule C regarding
the usage and promotion of Pethealth microchips, lost pet recovery services, email offerings and adoptable pet promotion (collectively, the
"Pethealth Advantage Program").
1. Pethealth Advantage Program:
a) The Client shall exclusively purchase, use, recommend and promote Pethealth microchips and lost pet recovery services (currently
branded as 24PetWatch) in their facilities (including any affiliate facilities, branches or clinics under the Client's control) for the
implantation and identification of all canine and feline companion animals, as specified below.
b) The Client shall implant all canine and feline companion animals offered for adoption with a Pethealth microchip, unless such animal is
already microchipped at time of intake. The Client shall also exclusively use Pethealth microchips for any implantation and identification
of canine and feline companion animals in the communities serviced by the Client.
c) The Client shall register all microchips, regardless of brand, in the Pethealth microchip lost pet recovery program via the Application,
including a valid email address and phone number from the owner or adopter, within 48 hours of receiving such information.
a. Pethealth reserves the right to charge a fee of $4.85 for each non-Pethealth microchip registered if the Client discontinues
their participation in the Pethealth Advantage Program.
d) The Client shall recommend and promote Pethealth microchips and lost pet recovery services (currently branded as 24PetWatch) to its
affiliate facilities, branches, clinics, partners, including vendors, suppliers and other members of the animal welfare industry.
e) The Client shall not purchase, recommend or promote any competitor's microchip or lost pet recovery program in their facilities
(including any affiliate facilities, branches or clinics under the Client's control). Notwithstanding the foregoing, the Client shall not be
required to implant a Pethealth microchip into canine and feline companion animals that have already been microchipped.
f) The Client shall begin using Pethealth microchips within 30 days following the Effective Date of this Agreement.
2. Pethealth Email Offerings:
a) The Client must inform adopters of the email offerings brought to you by Pethealth, Pethealth Subsidiaries and/or our Parent companies
along with the possibility of third parties, effective on the day of the Clients go live of their software.
a. From time to time we may change what offers are provided to your adopters, but prior to making those changes Pethealth will
communicate what those offerings will be 90 days in advance in writing.
b) The Client must collect consent, as per Schedule C, in order for the adopter to receive the email offers.
3. Adoptable Pet Promotion:
a) The Client shall post pets available for adoption on their website(s) using the PetPoint Adoptable Search API, which is provided as part of
the Application. If the Client does not have a website, then the Client shall setup and maintain a homepage on Petango (www.petango.com)
from within the Application.
b) The Client agrees that the format used to display animal data using the PetPoint Adoptable Search API and/or Petango cannot be altered
by the Client. Pethealth may alter, change or modify the PetPoint Adoptable Search API, Petango and any related websites without prior
notification. The Client acknowledges that the format used to display the animal data is owned by Pethealth and as such may contain
messaging by Pethealth or third -parties authorized by Pethealth.
c) The Client shall include on its website a hyperlink to the 24PetWatch website.
d) The Client shall inform Pethealth of marketing opportunities, including through the Client's shelter or rescue group, as applicable.
e) The Client shall allow Pethealth to use the Client's name and logo in Pethealth marketing materials.
f) The Client shall begin using the PetPoint Adoptable Search Module and/or homepage on Petango on the day of go live.
PetPoint Application Service Provider Agreement TXv1-052022
CLIENT AGREES TO PARTICIPATE: YES X NO
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
PetRii nt.
DATA MANAGEMENT SYSTEM
SCHEDULE C — Collection of Consent
Page 10 of 13
The Client or its Personnel shall inform all adopters and any pet owner where a microchip has been implanted of the exemption of Pethealth under
Section 552.1177 Subsection (b) of the Texas Public Information Act as set out in 13.1 of the Agreement, and shall solicit the consent of all adopters
and any pet owner where a microchip has been implanted (the "Consenting Parties") to receive communications from Pethealth Inc. or its
subsidiaries (the "Communications").
In such instances, the Client agrees that:
a) The Client or its Personnel shall solicit each Consenting Party's express consent to receive the Communications.
b) In soliciting the consent described above, the Client or its Personnel shall ensure that:
i. the Consenting Party has been informed of the exemption under Section 552.117, Subsection (b),
ii. the form of consent requires each Consenting Party to "opt -in" to (rather than "opt -out" of) providing its consent; and
iii. each Consenting Party has an opportunity to decline or revoke its consent.
c) The Client will record each Consenting Party's consent (or lack thereof) in the Application in the appropriate consent fields.
d) The Client shall maintain any written or recorded evidence of each Consenting Party's consent (or lack thereof) and deliver such evidence
to Pethealth immediately upon request.
e) At all times, the Parties shall treat all records and evidence of each Consenting Party's consent (or lack thereof) as Confidential
Information.
f) At all times, the Client shall ensure that proper training is provided to all applicable Personnel in soliciting consent and in maintaining the
records and evidence of each Consenting Party's consent (or lack thereof) as described in this Schedule C.
g) The Client shall adopt any other practices as requested by Pethealth to comply with applicable law (including, but not limited to, any
applicable anti-spam legislation) in respect of the activities described in this Schedule C.
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PetPoint Application Service Provider Agreement TXv1-052022
CLIENT AGREES TO PARTICIPATE: YES X NO
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
PetP'Ri nt.
DATA MANAGEMENT SYSTEM
SCHEDULE D — PetPoint Payment Summary
Page 11 of 13
PetPoint.
PetPoint Subscription Type Fee Per Year
# Concurrent Licensed
Total Fee
Users
PetPoint Professional Advantage
$1,000
Unlimited
Program— Phone and Chat Support
PetPoint Professional Advantage
$0.00
Unlimited
Program — Online Support
PetPoint Professional — Phone and
$9,000
Unlimited
Chat Support
PetPoint Enterprise Advantage
$2,500
Unlimited
X
Program (without Builders and
$2,500
Constituent Services) — Phone and
Chat Support
PetPoint Enterprise (without Builders
$10,000
Unlimited
and Constituent Services) — Phone and
Chat Support
Total Annual PetPoint Subscription Fee
$2,500
Onboarding Type
Onboarding
Due Date
Total Fee (one time fee)
X
Tier 0
10 Business Days
$0
Tier 1
10 Business Days
$500
Tier 2
10 Business Days
$650
Tier 3
10 Business Days
$1,000
Tier 4
10 Business Days
$1,500
Tier 5
10 Business Days
$5,000
Total Onboarding Fee
$0
Total PetPoint Fees — Subscription and Onboarding
$2,500
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PetPoint Application Service Provider Agreement TXv1-052022
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
PetP'Ri nt.
DATA MANAGEMENT SYSTEM
SCHEDULE E — Form of Amending Agreement
Page 12 of 13
PETPOINT APPLICATION SERVICE PROVIDER AMENDING AGREEMENT
This Amending Agreement (the "Amending Agreement") is made and entered into as of (the "Effective Date"), by
and between:
Pethealth Services (USA) Inc., I<Client Name>
3315 Algonquin Road, Suite 450 -and- <Client Address>
Rolling Meadows, IL 60000 <Client Address>
("Pethealth") (the "Client")
Both Parties entering into the PetPoint Application Service Provider Agreement dated as of (the "Agreement") wish to
amend the Agreement on the terms and conditions described in this Amending Agreement.
In consideration of the Parties agreeing to amend their obligation in the existing Agreement and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, both parties agree as follows:
1. Amendments
Original Provision
Amended Provision
[Original language of first provision to be amended]
[Amended language of first provision to be amended]
(Original language of second provision to be amended)
([Amended language of second provision to be amended]
l etc.
l etc.
2. No Other Change
Except as provided in this Amending Agreement, all of the terms and conditions of the Agreement remain unchanged and in full force and effect
and will be read with this Amending Agreement.
3. Terminology
Capitalized terms not defined in this Amending Agreement shall have the meaning as described in the Agreement.
[Remainder of page intentionally left blank.]
PetPoint Application Service Provider Agreement TXv1-052022
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
PetP-'Ri nt.
DATA MANAGEMENT SYSTEM
Page 13 of 13
By signing this Amending Agreement, both parties are entering into the Amending Agreement as of the Effective Date and agree to the terms and
conditions outlined within.
PETHEALTH: Name of Signer:
,Pethealth Services (USA) Inc.l
Address:
13315 Algonquin Road Suite 310
Rolling Meadows, IL 60000
Telephone:
1-866-600-4815
Email:
info@PetPoint.com
CLIENT:
Billing Address:
Telephone:
Billing Email:
Signer's Title:
Signature:
Signer's Telephone:
1-866-630-7387 ext.
Signer's Email:
Date:
Name of Signer:
Valerie Washington
Signer's Title:
(Assistant City Manager
Signature:
(Valerie Wa� �to�27, 202315:18 CST)
Signer's Telephone:
1 817-392-6192
Signer's Email:
Valerie.Washington@fortworthtexas.govl
Date:
Feb 27, 2023
PetPoint Application Service Provider Agreement TXv1-052022
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB ;HIBIT B
PETPOINT SOFTWARE SOLUTIONS QUOTE
Petr--unt' Pe � health
DATA 16AMA6lNlMT 3Yi TEN
Pethealth Services (USA) Inc., 3315 Algonquin Road, Suite 310, Rolling Meadows, IL 60008, USA
Pethealth Services Inc., 710 Dorval Drive, Suite 400, Oakville, On L6K3V7, CANADA
Software Solutions Quote Information
Prepared By Kristen McCann Date Quote Sent 2/13/2023
Title Client Services Director, Software Specialist Expiration Date 3/13/2023
Email kristen.mccann@pethealthinc.com Quote Number 00001443
Customer Information
Organization Name City of Fort Worth Bill To Name City of Fort Worth
Contact Name Betty Santos Bill To 200 Texas Street
Phone (817) 392-3737 Fort Worth, Texas 76102
United States
Email betty.santos@fortworthtexas.gov
Phone (866) 630-7387
Quote Notes
Quote Line Items
Petfinder Auto Upload
PP-Upload-Petfinder
Annually
1.00
$2,400.00
$2,400.00
PetPoint Builder Add -On License Fee
PP -Builder
Annually
1.00
$4,500.00
$4,500.00
PetPoint Builders Engagement - 8hrs
PP-BLDR-INCL-8PK
One Time Fee
1.00
$0.00
$0.00
PetPoint Custom Development
Custom Development
Annually
1.00
$6,000.00
$6,000.00
PetPoint Enterprise - Base License Fee
PP -Ent
Annually
1.00
$10,000.00
$10,000.00
PetPoint Enterprise Base - Marketing Program
PP-ENTBS-MKTG DISC
Annually
1.00
($7,500.00)
($7,500.00)
Discount
PRGM
PetPoint Enterprise Enhanced Support
PPENT-SUPPORT-ENHCD
Annually
1.00
$0.00
$0.00
Quote Total Price
Subtotal $15,400.00
Discount
0.00%
Total Price
$15,400.00
Quote Terms and Expiration
This quote is valid 30 days from the day it was sent. This quote is issued to the organization named in this
quote and is non -transferable and cannot be assigned to any third party. By accepting this quote you accept
the pricing and any additional terms and conditions listed in the Quote Notes as binding and
non-negotiable.
Taxes may be applied based on state, territory, or status.
An agreement will follow after the acceptance of this quote.
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
Page 1 of 3
;�=EXHIBIT C
Pet Rint.
DATA MANAGEMENT SYSTEM
WORK ORDER
This Supplement Work Order (this "WO") is made and entered into as of
Pethealth Services (USA) Inc.,
3315 Algonquin Road, Suite 450 -and-
Rolling Meadows, IL 60008
("Pethealth")
(the "Effective Date") by and between:
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
This WO is entered into for Pethealth to provide the Client with additional licenses and services (the "Services") in exchange for a fee (if applicable).
The Services to be provided by Pethealth to the Client, including any applicable fees, shall be as outlined in Section 1. of this WO.
In consideration of the mutual covenants contained herein and other good and valuable considerations, the receipt and adequacy of which are
hereby acknowledged, both parties agree to as follows:
1. SERVICES
1.1. The Services to be provided by Pethealth to the Client are as outlined below:
MISCELLANEOUS SERVICES
Select
Service
Description
Cost
Quantity
Total
Builders Suite
Customized Reports, Documents and
$4,500 per annum
1
$4,500
X
Kennel cards
Constituent Services
Contract Management/ Agency
$3,000 per annum
Suite
Invoicing, Advanced Licensing
Online Licensing
Must have Constituent Services Suite
Cost per license:
Under 50,000: $0.75
50,001 to 100,000:
$0.50
10,001+: $0.25
Advanced Productivity
File Storage, Mobile Inventory, E-
$1,500 per annum
Suite
Signature
And Advanced Scheduling
(included in Enterprise)
• 1TB of data storage will be
provided with the purchase of
APS.
• Additional Storage can be
purchased
Petfinder Auto Uploads:
Under500: $600
500-2,999: $1,200
• FTP site address:
members. petfinder.com
3,000-5,999: $1,800
X
$2,400
TX26
6.000-8,999: $2,400
1
• Login ID:
9,000+: $3,000
cd6CEm38
Password:
Please note, the Password is almost always different than the main
administrator login you use to access the site. You will most likely have to
contact PetFinder directly for this information.
TOTAL
$6,900
2. FEES
2.1. The total cost for the Client's Work Order is outlined above shall be $6,900 per annum.
3. NO OTHER CHANGE
3.1. Except if provided in an Amending Agreement, all of the terms and conditions of the WO remain unchanged and in full force.
Pethealth Software Solutions Work Order v.1.0-012020
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
Page 2 of 3
Pet P%'Rint.
DATA MANAGEMENT SYSTEM
WORK ORDER
4. TERMINOLOGY
4.1. Capitalized terms not defined in this Amending Agreement shall have the meaning as described in the Agreement.
[Remainder of page is intentionally left blank.]
Pethealth Software Solutions Work Order v.1.0-012020
DocuSign Envelope ID: 2BFE3FE4-5E88-4B28-9843-896F65F587CB
Page 3 of 3
Pet-'Rint.
DATA MANAGEMENT SYSTEM
WORK ORDER
By signing this Agreement, both parties are entering into the Agreement as of the Effective Date and agree to the terms and conditions outlined
within.
PETHEALTH:
Pethealth Services (USA) Inc.,
Address:
3315 Algonquin Road, Suite 450
Rolling Meadows, IL 60008
Telephone:
1-866-630-7387
Email:
PHIsoftwaresolutions@pethealthinc.com
CLIENT:
City of Fort Worth
Billing Address:
200 Texas Street
Fort Worth, TX 76102
Telephone:
(817)392-3737
Email:
Supplierinvoices@fortworthtexas.gov
Name of Signer:
Steve zeidman
Signer's Title:
Vice President, Software Solutions
Signature:
H
Si —by:�SCSUBSsAA...
Signer's Telephone:
1-866-630-7387 ext.
Signer's Email:
steve.zeidman@pethealthinc.com
Date:
20 February 2023 1 3:59 PM EST
Name of Signer:
Valerie Washington
Signer's Title:
Assistant City Manager
Signature:
Valerie Wash-neLon (Feb )(, )0)31S❑ N CST
Signer's Telephone:
817-392-6192
Signer's Email:
Valerie.Washington@fortworthtexas.gov
Date:
Feb 27, 2023
Pethealth Software Solutions Work Order v.1.0-012020