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AGREEMENT BETWEEN PETDATA, INC. AND EAGLE COUNTY
FOR ANIMAL LICENSING SERVICES
THIS AGREEMENT FOR ANIMAL LICENSING SERVICES (“Agreement”) is entered into as of
__________________, by and between EAGLE COUNTY, COLORADO a body corporate and politic, and
PETDATA, INC., a Texas corporation, hereinafter called “CONTRACTOR”.
For good and valuable consideration, COUNTY and CONTRACTOR agree as follows:
1. SERVICES
For the consideration set forth below, CONTRACTOR agrees to provide to COUNTY the animal licensing services
described under “CONTRACTOR’s RESPONSIBILITIES” in Exhibit A, attached hereto and incorporated herein by
reference (collectively, the “Services”), upon the terms and conditions of this Agreement. The Services relate to
COUNTY’s licensing and registration of pets. COUNTY agrees to perform “COUNTY’s RESPONSIBILITIES”
described in Exhibit A. In the event of any conflict between any of the contents of Exhibit A and any of the
provisions of the main body of this Agreement, the provisions of the main body of this Agreement will prevail.
2. OVERSIGHT AND COORDINATION
All Services shall be performed to the reasonable satisfaction of COUNTY, as reasonably determined by the Eagle
County Animal Services Field Services Manager. COUNTY agrees to promptly notify CONTRACTOR of the name
and contact information of the person who will monitor the performance of the Services on behalf of COUNTY, and
to promptly notify CONTRACTOR of any changes to COUNTY’S monitoring designee or the contact information
for COUNTY’s monitoring designee.
3. PERFORMANCE OF SERVICES
CONTRACTOR acknowledges that, prior to signing this Agreement, CONTRACTOR has become familiar with the
scope of the Services required under this Agreement. Subject to CONTRACTOR’s fulfillment of its obligations
under this Agreement, the means and methods of performing the Services shall be within the sole discretion of
CONTRACTOR. CONTRACTOR may perform the Services at such location(s) that CONTRACTOR may from
time to time determine, and shall not be required to perform any of the Services at a COUNTY location.
CONTRACTOR shall not be responsible or liable to COUNTY or any third party for any delays, errors or omissions
in the performance of the Services or any losses or damages sustained by COUNTY or any third party that are
caused by (i) COUNTY or any of COUNTY’s employees or agents, or (ii) the inaccuracy, incompleteness, or other
insufficiency of any data furnished by or on behalf of COUNTY to CONTRACTOR under or in connection with
this Agreement.
4. CUSTOM SUPPLIES
If COUNTY requests that CONTRACTOR utilize specific supplies in connection with the performance of the
Services, such as, for example, forms, brochures, or rabies books, COUNTY will provide those supplies to
CONTRACTOR without charge. COUNTY shall purchase, at COUNTY’s expense, and cause to be delivered to
CONTRACTOR license tags that meet CONTRACTOR’s specifications, which have been provided to COUNTY.
5. BANK ACCOUNTS
Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of COUNTY under this
Agreement will be deposited into an account of one of the following types that is from time to time designated by
COUNTY (a “Bank Account”):
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A. An account established and maintained by COUNTY in its name at a bank or other financial
institution (a “COUNTY Account”); or
B. A separate account established and maintained by CONTRACTOR at a bank or other financial
institution selected by CONTRACTOR in which will be deposited funds that relate solely to this
Agreement (a “Maintained Account”).
COUNTY has designated the type of Bank Account to be utilized by CONTRACTOR hereunder.
COUNTY may 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. COUNTY 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. COUNTY acknowledges and consents that CONTRACTOR may make an initial deposit into a
Maintained Account from CONTRACTOR’s funds in order to establish the account, which initial deposit
will be refunded or otherwise reimbursed to CONTRACTOR. When a Maintained Account is closed, any
funds remaining in the account after the payment of all amounts due COUNTY hereunder will belong to
and be disbursed to CONTRACTOR.
6. COMPENSATION TO CONTRACTOR
In consideration of the Services, CONTRACTOR shall be entitled to the following compensation:
A. Basic Fees.
COUNTY 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 COUNTY, CONTRACTOR, veterinarians, or any
other persons:
1) $4.20 will be charged effective January 1, 2019, 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.
The fee provided for in clause 1), above, will be adjusted as follows during any of the following periods
that fall within the term of this Agreement: (a) commencing on the third (3rd) annual anniversary of the
original Execution Date and continuing until the fifth (5th) annual anniversary of the original Execution
Date, the fee provided for in clause 1), above, will be $4.20; and (b) if the term of this Agreement is for
more than five (5) years, then, commencing on the fifth (5th) annual anniversary of the original Execution
Date and continuing on each annual anniversary of the Execution Date thereafter throughout the remaining
term of this Agreement, the fee provided for in clause 1), as previously adjusted, will increase by an
amount equal to five percent (5%) of the fee under clause 1) that is in effect immediately prior to the
respective anniversary, and the fee, as so increased, will thereupon become the fee payable under clause 1)
unless and until further adjusted in accordance with this clause (b).
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 COUNTY for the license. Without limiting the
generality of the foregoing, an animal license that is donated or issued free of charge by the COUNTY or
that is issued as part of a bundling of COUNTY services or programs will be considered “issued” for
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purposes of this Agreement. Further, any animal license that is processed by CONTRACTOR for
COUNTY 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.
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. In order to assure the
payment of such minimum aggregate annual fees to CONTRACTOR, the parties agree that if the aggregate
fees payable to CONTRACTOR under this Section 6A for a calendar month would, but for the application
of this sentence, be less than $500.00, then the aggregate fees payable to CONTRACTOR under this
Section 6A for that calendar month will be $500.00. However, the foregoing minimum monthly amount
will not be applicable if the aggregate fees paid to CONTRACTOR under this Section 6A have already
equaled or exceeded, or in the opinion of CONTRACTOR are reasonably expected to otherwise equal or
exceed, $6,000.00 for that calendar year. If the aggregate annual fees paid to CONTRACTOR under this
Section 6A during any calendar year do not equal or exceed $6,000.00, then COUNTY shall pay an amount
equal to the positive difference between (i) the amount previously paid to CONTRACTOR for that calendar
year and (ii) $6,000.00, upon demand by CONTRACTOR. The $6,000.00 minimum annual amount shall
be prorated for any partial calendar year during the term of this Agreement. No delay or failure on the part
of CONTRACTOR in imposing or collecting the aforesaid monthly minimum amount shall affect
CONTRACTOR’s right to receive the aforesaid minimum aggregate annual fees or to collect the aforesaid
minimum aggregate monthly amount either then or in the future.
The fees paid to CONTRACTOR under this Section 6A are further subject to reasonable adjustment in the
event that COUNTY adds, modifies, or eliminates any fees that are charged to Licensees during the term of
this Agreement. COUNTY and CONTRACTOR agree to negotiate any such reasonable adjustments in
good faith and to document such adjustments in the form of a written amendment to this Agreement.
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 COUNTY.
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 COUNTY:
1) Cost of Bank Account. COUNTY will be responsible for all out-of-pocket costs related to any
Bank Account. COUNTY will reimburse CONTRACTOR on a monthly basis for any out-of-
pocket costs for a Bank Account that are paid by CONTRACTOR. COUNTY 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 COUNTY requires CONTRACTOR to deposit money into a
COUNTY Account other than at a branch located in the city where CONTRACTOR’s principal
office is located, CONTRACTOR may make any deposit to that COUNTY 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 COUNTY and included in invoices submitted to
COUNTY for the Services.
3) Postal Box/Mail Forwarding Fee. If COUNTY requests CONTRACTOR to establish a local post
office box for mail collection and forwarding, COUNTY will pay or reimburse CONTRACTOR
for the actual costs of mail box rental, mail forwarding and postage fees.
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4) Supply Fee. If COUNTY requests changes to supplies or notices that it has previously approved,
including but not limited to fee or program changes, COUNTY will be responsible for the actual
costs associated with changing, replacing or discontinuing the use of the previously approved
supplies. If COUNTY terminates this Agreement for any reason other than for cause, COUNTY
will remain responsible for the actual cost of supplies purchased on its behalf.
5) Lock Box Fees. If COUNTY 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 COUNTY.
D. Charges to Licensees.
COUNTY 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 effective as of January 1, 2019, 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
Maintained Account and shall be for the benefit of COUNTY; otherwise the fee shall be retained
by CONTRACTOR.
7. MODIFICATION OF SERVICES
If COUNTY requests Services in addition to those described in this Agreement, and CONTRACTOR agrees to
provide those additional Services, then CONTRACTOR shall be entitled to additional compensation for those
additional Services as shall be agreed upon by CONTRACTOR and COUNTY in a written modification to this
Agreement that is signed by COUNTY and CONTRACTOR. CONTRACTOR shall not be required to perform any
such additional Services unless and until the parties have entered into a written modification of this Agreement.
Without limiting the other types of services that may be considered to be outside of the scope of the Services
described in this Agreement, the following types of Services would be considered to be outside of the scope of the
Services described in this Agreement and, therefore, the subject of additional compensation to CONTRACTOR:
customized software projects outside the scope of Exhibit A; requests for new features in CONTRACTOR’s
software that are outside the scope of Exhibit A; or requests for CONTRACTOR to implement new procedures or
operations from those identified in Exhibit A or necessary for performance of the Services identified herein.
COUNTY may determine after the Execution Date that certain portions of the Services are no longer necessary, in
which event COUNTY shall notify CONTRACTOR of the portions of the Services that are no longer required, and
CONTRACTOR shall be relieved of the responsibility for performing those portions of the Services. However, there
shall be no adjustment in CONTRACTOR’s compensation hereunder for any portions of the Services that
CONTRACTOR is not required to perform.
8. REPORTS
A. Reports from CONTRACTOR. Within 15 business days after the end of each calendar month during the
term hereof, CONTRACTOR will submit an animal licensing summary report for the preceding calendar month to
COUNTY in a format that is mutually agreed upon by COUNTY and CONTRACTOR. Any such report may be
transmitted electronically or by any other means.
B. Reports from COUNTY. Within 10 calendar days after the end of each calendar month during the term
hereof, COUNTY will submit a report to CONTRACTOR of all license fees that COUNTY has received during the
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preceding calendar month from Licensees, veterinarians or any other source other than CONTRACTOR. Any such
report may be transmitted electronically or by any other means.
9. PAYMENTS
A. COUNTY Account Used. If and for so long as a COUNTY 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 COUNTY an invoice
with supporting documentation for the compensation due CONTRACTOR under this Agreement for that calendar
month. COUNTY 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
COUNTY. Invoices will be submitted electronically to the e-mail address that COUNTY shall from time to time
provide CONTRACTOR for the submission of invoices or in such other manner as COUNTY may from time to
time request in writing to CONTRACTOR and that is acceptable to CONTRACTOR.
B. Maintained Account Used. If and for so long as a Maintained Account is utilized hereunder, the following
provisions shall apply (and the provisions of Section 9A shall be inapplicable):
Within 15 business days after the end of each calendar month, CONTRACTOR shall remit to COUNTY the residual
amount, if any, of all license fees collected by CONTRACTOR hereunder during the preceding calendar month after
deducting therefrom all fees, costs, expenses, and reimbursements due CONTRACTOR hereunder. If at any time the
funds in the Maintained Account are not sufficient to fully pay amounts due to CONTRACTOR hereunder, then
CONTRACTOR may recoup any shortfall from any subsequent payments due to COUNTY under this paragraph
until all sums due CONTRACTOR have been fully paid.
C. Direct Collections by COUNTY. If COUNTY 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,
COUNTY may either forward the amount collected to CONTRACTOR within fifteen business days for deposit into
a Maintained Account, if a Maintained Account is in effect, or retain the amount. In either event, COUNTY shall
report the amount so collected to CONTRACTOR in accordance with Section 8B so that the fee(s) due
CONTRACTOR hereunder with respect to the amount collected by COUNTY may be determined and paid in
accordance with this Agreement.
10. TERM
The term of this Agreement is effective as of 8th day of November 2017 and will expire at the close of business on
November 30, 2019, unless this Agreement is sooner terminated in accordance with other provisions of this
Agreement (“Term”). Thereafter, this Agreement will automatically renew for three (3) successive one-year periods
on the same terms and conditions set forth herein unless terminated in writing by either party at least sixty (60) days
prior to the then current Term. The parties agree that the fees for CONTRACTOR’s Services shall be subject to a
maximum increase of two and one-half percent (2.5%) annually, such increase to commence with the first renewal
Term, if any.
11. PERMITS AND REQUIREMENTS
A. Permits.
CONTRACTOR shall obtain the necessary permits(s), if any, required by COUNTY or its governing ordinances for
the performance of the Services. COUNTY agrees to provide CONTRACTOR with a list of any and all such permits
and to cooperate and assist CONTRACTOR in good faith to aid CONTRACTOR in obtaining any such permits in a
timely fashion.
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B. Legal Requirements.
CONTRACTOR shall, in performing the Services under this Agreement, comply with all federal, state, county, or
COUNTY statutes, laws, codes and ordinances, as amended, that are directly applicable to CONTRACTOR’s
performance of the Services. COUNTY shall notify CONTRACTOR of changes to laws, codes or ordinances
affecting CONTRACTOR’s performance of Services under this Agreement of which COUNTY obtains actual
knowledge during the term of this Agreement.
12. COVENANTS REGARDING DATA
A. CONTRACTOR acknowledges and agrees that County will own all rights, title and interest in County data,
which includes all animal licensing data provided by third parties in processing animal licenses under this
Agreement (“County Data”), but does not include Payment Card information or payment data related to individuals.
B. CONTRACTOR agrees that it will not, without COUNTY's consent, use personal data, including but not
limited to personally identifiable information, confidential information, and payment information, collected on
behalf of COUNTY 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, including but not limited to personally identifiable information, confidential information,
and payment information, 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. CONTRACTOR agrees that any data, including but
not limited to personal data, confidential data, payment data, collected on behalf of COUNTY shall be shared with
as few people, including but not limited to CONTRACTOR’s agents, employees, and officers, within
CONTRACTOR’s organization as necessary to perform the Services. CONTRACTOR further agrees that any data
collected on behalf of COUNTY in connection with the Services and shared within CONTRACTOR’s organization,
including but not limited to its agents, employees, and officers, shall adhere to all of the provisions herein with
respect to data handling and information security requirements. Any breach of confidentiality or data security by
CONTRACTOR’s agents, employees, and/or officers shall be the same as a breach by CONTRACTOR.
CONTRACTOR agrees that any data collected, sent, or otherwise transmitted on behalf of COUNTY shall be stored
and/or transmitted using industry accepted best practices. CONTRACTOR acknowledges that said industry best
practices for data security and information security may change from time to time and CONTRACTOR shall update
their practices accordingly. CONTRACTOR further agrees that any and all personal data, payment data and
information collected, sent, or otherwise transmitted, including but not limited to credit card numbers, bank routing
numbers, names, addresses, social security numbers, birthdates, security questions and answers, and all other
personally identifiable information, shall be collected, sent, and transmitted following the most current Payment
Card Industry Data Security Standards (“PCI-DSS”) requirements. CONTRACTOR acknowledges that said PCI-
DSS requirements for payment information security may change from time to time and CONTRACTOR shall
update their practices accordingly to maintain PCI compliance. CONTRACTOR agrees to provide evidence of
CONTRACTOR’s PCI-DSS certification and/or use of industry accepted best practices to COUNTY within 15
business days after receipt of a written request for such evidence from COUNTY. CONTRACTOR further agrees to
notify COUNTY of any breach of information collected on behalf of COUNTY in performing the Services within
three (3) business days of CONTRACTOR becoming aware of such a breach, in alignment with Visa’s
recommendations (Visa Supplemental Requirements, Version 5.0 (Global), Effective August 2016) regarding breach
notification.
C. Upon the expiration or termination of this Agreement, CONTRACTOR agrees to return or transfer to
COUNTY, in a mutually acceptable format, County Data, including 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.
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13. INDEMNITY
Subject to the limitations on CONTRACTOR’S liability set forth elsewhere in this Agreement, Contractor shall
indemnify and hold harmless COUNTY, and any of its officers, agents and employees against any losses, claims,
damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or
liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance
by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney
fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the
County to the extent that County is liable to such third party for such claims without regard to the involvement of the
Contractor. This paragraph shall survive expiration or termination hereof.
14. INSURANCE REQUIREMENTS
CONTRACTOR agrees to provide and maintain at CONTRACTOR’s sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
A. Types of Insurance.
i. Workers’ Compensation insurance as required by law.
ii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury, products/completed operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
iii. Crime Coverage shall include employee dishonesty, forgery or alteration and computer
fraud. If CONTRACTOR is physically located on County premises, third party fidelity coverage extension shall apply.
The policy shall include coverage for all directors, officers and employees of the CONTRACTOR. The bond or policy
shall include coverage for extended theft and mysterious disappearance. The bond or policy shall not contain a condition
requiring an arrest or conversion. Limits shall be a minimum of $50,000 per loss.
B. Other Requirements.
i. The commercial general liability coverage shall be endorsed to include Eagle County, its
associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as
additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as
Exhibit B.
ii. CONTRACTOR’s certificates of insurance shall include subcontractors, if any as
additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for
each subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
v. CONTRACTOR is not entitled to workers’ compensation benefits except as
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provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
vi. CONTRACTOR does not own any vehicles. However, CONTRACTOR does have
coverage for non-owned vehicles under its commercial liability policy. Therefore, CONTRACTOR does
not carry and shall not be obligated to carry separate automobile liability coverage.
15. EXPIRATION OR TERMINATION OF SERVICES
A. Expiration.
If the term of this Agreement expires and is not extended in accordance with other provisions of this Agreement,
then CONTRACTOR shall be paid all amounts due CONTRACTOR hereunder with respect to all periods through
the date of expiration, including CONTRACTOR’s basic fees under Section 6A with respect to animal licenses or
renewals that are in process at the time of termination.
B. Termination.
Either party may terminate this Agreement, in whole or in part, at any time and for any reason, with or without
cause, and without penalty therefor with sixty (60) calendar days’ prior written notice to the other party. In the event
of such termination, CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR hereunder
with respect to all periods through the date of termination, including CONTRACTOR’s basic fees under Section 6A
with respect to animal licenses or renewals that are in process at the time of termination.
C. Termination of Licensing Program.
COUNTY may terminate this Agreement upon not less than 90 days prior notice to CONTRACTOR if COUNTY
determines to terminate its animal licensing program. Upon such termination, CONTRACTOR shall be entitled to
payment for all amounts due CONTRACTOR hereunder with respect to all periods through the date of termination.
D. In the event of a termination of this Agreement for any reason, Contractor shall implement an orderly
return of County Data in a CSV file or other mutually agreeable format within 15 business days following such
termination. Unless otherwise agreed upon by Contractor and County in writing, within 60 days after any
termination of this Agreement, Contractor will securely dispose of any copies of County Data in its systems or
otherwise in its possession or under its control. . In such event, County will cease all use of PetAccess, except as
needed for the orderly return of County Data.
E. During the Term of this Agreement and any period of service suspension, or if notice of termination is
given by either party, Contractor shall not take any action to intentionally erase or alter any County Data.
16. UNFORESEEN CIRCUMSTANCES
CONTRACTOR shall not be responsible for any delay or omission in the performance of any of CONTRACTOR’s
obligations under this Agreement to the extent caused by natural disaster, power outages, war, civil disturbance,
labor dispute or other force majeure cause beyond CONTRACTOR's reasonable control. To the extent
CONTRACTOR is able to do so, CONTRACTOR shall provide notice to COUNTY of any event described in this
Section within ten (10) business days after the occurrence of such event.
17. RECORDS/AUDIT
CONTRACTOR shall maintain in electronic form or on a database material books, records, and documents directly
related to the performance of the Services (collectively, “Records”) during the term of this Agreement and for a
period of three years thereafter. CONTRACTOR shall further maintain any Records that were either received or
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originally generated by CONTRACTOR in paper form for a period of three years after the date(s) that the respective
Records were originally received or generated or until the termination, by expiration or otherwise, of this
Agreement, whichever occurs first. Any paper Records in existence at the expiration of any such three-year period
or at the termination of this Agreement shall either be shipped to COUNTY or destroyed, at COUNTY’s option and
at COUNTY’s expense in either case. During the term of this Agreement and for a period of three years thereafter,
COUNTY shall have the right to inspect and audit, at COUNTY’s expense, and upon reasonable advance notice to
CONTRACTOR, the Records that CONTRACTOR is obligated to maintain hereunder as of the time of any such
inspection or audit. Notwithstanding the foregoing, any Records maintained by CONTRACTOR during the term of
this Agreement that relate to any litigation, appeal, or related settlement arising under or in relation to this
Agreement shall be preserved until a final disposition has been made of such litigation. However, CONTRACTOR
shall not have any liability for disposing of paper Records in accordance with this Agreement prior to the time that
CONTRACTOR obtained actual knowledge of the existence of the litigation.
18. NOTICES
Any notice, statement, or demand required or permitted to be given hereunder by either party to the other shall be in
writing and shall be given personally or by courier, by overnight delivery service, by certified mail, return receipt
requested, postage prepaid, or by confirmed (either machine or personal) facsimile transmission, addressed to the
recipient as follows:
Notices to COUNTY shall be addressed as follows:
COUNTY:
Eagle County, Colorado
Attention: Animal Services Field Services Manager
500 Broadway
Post Office Box 57
Eagle, CO 81631
Telephone: 970-328-
Facsimile: 970-328-
E-Mail:
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, CO81631
Telephone: 970-328-8685
Facsimile: 970-328-8699
E-Mail: atty@eaglecounty.us
Notices to CONTRACTOR shall be addressed as follows:
Chris Richey, President
PetData, Inc.
P.O. Box 141929 (if mailed)
Irving, Texas 75014-1929
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8585 N. Stemmons Fwy. Suite 1100-N (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
COUNTY under this Agreement.
19. CONTRACTOR’S SYSTEM
COUNTY 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. COUNTY
acknowledges that COUNTY 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. COUNTY further acknowledges and agrees that any information that
COUNTY obtains related to the use, formulation or operation of the System that is not generally known is
CONFIDENTIAL, may only be used by COUNTY 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 COUNTY has in its possession will be returned to
CONTRACTOR or destroyed at CONTRACTOR’s option. COUNTY agrees that it will not attempt to discover,
duplicate, or replicate the System in any manner.
21. NOTIFICATION OF LEGAL REQUESTS
Contractor shall contact the County upon receipt of any open records requests, electronic discovery, litigation holds,
discovery searches and expert testimonies related to the licensing data under this contract, or which in any way
might reasonably require access to the data of the County. Contractor shall not respond to subpoenas, service of
process and other legal requests related to the County without first notifying the County, unless prohibited by law
from providing such notice.
22. BREACH RESPONSIBILITIES
A. Contractor shall immediately notify the appropriate County identified contact by telephone and email in
accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a
security incident or data breach. Contractor may also need to communicate with outside parties regarding a security
incident or data breach, which may including contacting law enforcement, fielding media inquires and seeking
external expertise as mutually agreed upon.
B. Contractor shall promptly notify the appropriate County identified contact within 72 hours or sooner by
telephone and email, unless shorter time is required by applicable law, if it confirms that there is, or reasonably
believes that there has been a data breach. The vendor shall (1) cooperate with the County as reasonably requested
by the County to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if
necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review
of events and actions taken to make changes in business practices in providing the services, if necessary.
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23. MISCELLANEOUS
A. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state in which COUNTY is
located. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated
in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation.
B. Relationship of Parties.
The relationship of COUNTY and CONTRACTOR is that of independent contractors. Nothing in this Agreement is
intended to create a partnership or joint venture between the parties, to establish a fiduciary relationship between the
parties, or to render either party liable or responsible for any debts, liabilities or other obligations of the other party.
C. Entire Agreement.
This Agreement, including any exhibits hereto, embodies the complete agreement of the parties hereto, and
supersedes all oral or written previous or contemporary agreements or understandings between the parties relating to
any of the matters herein. This Agreement may not be amended or otherwise modified except in a writing executed
by both parties. The expiration or other termination of this Agreement shall not extinguish any right or remedy
existing at the time of termination.
D. Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision thereof, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had
never been contained in this Agreement.
E. Assignment; Binding Effect.
Neither party may assign this Agreement without the prior written consent of the other party. Notwithstanding the
foregoing, the transfer of CONTRACTOR’s interest in this Agreement to an affiliate of CONTRACTOR or in
connection with a merger, consolidation, sale of substantially all of CONTRACTOR’s assets, or business
combination involving CONTRACTOR shall not be deemed to be an assignment in violation of this Section,
provided that such transferee shall be subject to all of the terms and conditions of this Agreement. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, and, where permitted, assigns.
F. General.
All references in this Agreement to sections and other subdivisions refer to corresponding sections and other
subdivisions of this Agreement unless the context indicates otherwise. Titles appearing at the beginning of any such
sections or subdivisions are for convenience only and shall not constitute part of such sections or subdivisions and
shall be disregarded in construing the language contained in such sections or subdivisions. These words “this
Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this
Agreement as a whole and not to any particular subdivision unless expressly so limited. Words in the singular form
shall be construed to include the plural and vice versa, unless the context otherwise requires. Words in any gender
(including the neutral gender) shall include any other gender, unless the context otherwise requires. Examples shall
not be construed to limit, expressly or by implication, the matter they illustrate. The word “includes” and its
derivatives shall mean “includes, but is not limited to” and corresponding derivative expressions. The term “or”
includes “and/or.” All exhibits attached to this Agreement are incorporated herein by reference. No consideration
shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement. All
references herein to “$”, “dollars”, or other sums of money shall refer to U.S. Dollars. References in this Agreement
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to “business days” shall refer to days other than Saturdays, Sundays, or other days on which COUNTY offices are
closed. Any references in this Agreement to “days” other than business days shall refer to calendar days. Time is of
the essence of this Agreement. No delay or forbearance in asserting any right or enforcing any obligation under this
Agreement shall constitute a waiver of such right or obligation.
G. Authorization.
Each of the parties represents and warrants to the other that this Agreement has been duly authorized by all
necessary corporate or governmental action on the part of the representing party and that this Agreement is fully
binding on such party.
H. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same instrument. It shall not be necessary for each party to sign each
counterpart, and separate signature pages may be attached to any counterpart in order to make a complete
counterpart. For purposes of the execution of this Agreement or any amendment hereto or modification hereof, a
signature transmitted by facsimile, computer file or other electronic means shall be fully binding as an original
signature.
I. Subject to Annual Appropriation.
Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this
Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any
year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County
Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government
Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20)
J. Governmental Immunity.
COUNTY and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any
provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by
the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to
COUNTY and its officers or employees.
K. Rights and Remedies.
The rights and remedies of COUNTY under this Agreement are in addition to any other rights and remedies
provided by law. The expiration of this Agreement shall in no way limit COUNTY's legal or equitable remedies, or
the period in which such remedies may be asserted, for work negligently or defectively performed.
L. Prohibitions on Government Contracts.
As used in this Section L, the term undocumented individual will refer to those individuals from foreign countries
not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or
subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this
Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual
who will perform under this Agreement and that Contractor will participate in the E-verify Program or other
Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all
employees who are newly hired for employment to perform Services under this Agreement.
a. Contractor shall not:
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i. Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E-Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E-verify program can be found at:
http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm
c. Contractor shall not use either the E-verify program or other Department Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is being performed.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required
to:
i. Notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Contractor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
e. Contractor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. 8-17.5-102(5).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[Signature page follows]
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Exhibit A – Page 1
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 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 COUNTY policy.
F. Update license information in CONTRACTOR’S database and issue replacement tags as
needed.
G. If CONTRACTOR collects any payments due COUNTY 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 COUNTY.
B. Mail billing notices to pet owners who have vaccinated a pet against rabies but have not
licensed, if COUNTY 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 COUNTY staff, and respond to COUNTY 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.
2) Invoice authorized registrars for licenses sold as needed
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Exhibit A – Page 2
B. Process and enter rabies vaccination records from local veterinary clinics if rabies
reporting is required by COUNTY.
C. Follow up with delinquent clinics and registrars and report delinquent clinics and
registrars to COUNTY 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 COUNTY
A. Send reports to COUNTY within 15 business days after the end of each month including
the number of licenses sold at each location.
B. Provide statistical reports to COUNTY as requested within a timely manner. Depending
on the information requested, CONTRACTOR can provide most reports within five
business days.
7. Provide an online tag search to the public if the County wishes to have PetData’s online tag search
enabled.
8. Process donations on behalf of the County when a donation is made with the purchase of a license,
if County requests donations be collected.
COUNTY RESPONSIBILITIES
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 COUNTY 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.
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