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AG 21-006 - Pethealth ServicesRETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: 1114/20 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL, ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND BELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL LEI OTHER Work Order 5. PROJECT NAME: Pethealth Online Licensing 6. NAME OF CONTRACTOR: Pethealth Services (USA) Inc. ADDRESS: 3315 Algonquin Road, Suite 450, Rolling Meadows, IL 60008 TELEPHONE 1-866-630-7387 E-MAIL: PHlsoftwaresolutions@pethealthinc-com FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: 19 SCOPE, WORK OR SERVICES ]111 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 9 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution I' I S 1 a� COMPLETION DATE: Perpetual 9. TOTAL COMPENSATION $ $5,100/year (1,800 base + 3,300 licensing) + $0.75/license billed separately (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 16YES ONO IF YES, $ 300 PAID BY: 9 CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 001-2100-113-554-31-356 10. DOCUMENT/CONTRACT REVIEW INITIAL DATE REVIEWED INITIALI DATE APPROVED © PROJECT MANAGER TF-10/30/20 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ER 12/15/2020 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:_ 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: H x I DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT 1 f. 21 OLSIGNATORY (MAYOR OR DIRECTOR) K ❑ CITY CLERIC 01 2G12OU ND `a` ❑ ASSIGNED AG# A&T_ COMMENTS.:. This is the Online licensing add -on to the existing PetPoint service that the Police have had since almost the beginning of Animal Services. Existing contract attached for inclusion in Laserfiche. Since this is a DocuSign copy, some of the information will be completed when the agreement is signed. Contract was reviewed electronically. 2/20 ] 7 DocuSign Envelope ID: FC7FOOD6-C41A-42D3-8EEC-A55BO1782709 Page 1 of 2 PetRiint DATA MANAGLMLNI SYSTLM WORK ORDER PES. This Supplement Work Order (this "WO") is made and entered into as of 15 January 2021 1 5:26 , (theM "EffeTctive Date') by and between: Pethealth Services (USA) Inc., City of Federal Way 3315 Algonquin Road, Suite 450 -and- 33325 8th Avenue Rolling Meadows, IL 60008 Federal Way, WA 98003 ("Pethealth") (the "Client") 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, 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 X Constituent Services Contract Management/Agency $3,000 per annum 1 $3,000 Invoicing, Advanced Licensing X 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 TOTAL $3000.00 2. FEES 2.1. The total cost for the Client's Work Order is outlined above shall be $3000 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. 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: FC7FOOD6-C41A-42D3-8EEC-A55BO1782709 Page 2 of 2 etR`iti rat. DATA MANAGGME.MI SiiT[M 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@petheaIthinc.com CLIENT: City of Federal Way Billing Address: 33325 8th Ave. FEDERAL WAY WA 98003 Telephone: (253)835-2547 Billing Email: thomas.fichtner@cityoffederalway.com Name of Signer: Steve zeidman Signer's Title: vice President, Software solutions Signature: lT�DxuSip»cd by: , "Am `E6E04SC5M54AA. Signer's Telephone: 1-866-630-7387 ext. Signer's Email: steve.zeidman@pethealthinc.com Date: 15 January 2021 1 5:26 PM EST Name of Signer: Thomas Fichtner Signer's Title: IT Director Signature: DDe Svq-d by. 1 I60'AS rIf.U,i1ntr StAW6FTCftPhone: — Signer's Email: thomas.fichtner@cityoffederalway.com Date: 15 January 2021 1 2:02 PM CST Pethealth Software Solutions Work Order v.1.0-012020 07(21/2010 09:30 FAX 2538358738 Federal Way Police 2 002/003 PETPOINT APPLICATION SERVICE PROVIDER AGREEMENT TH1S AGREEMENT is made as of —0111-U 20 10 y and between Pethealth Softwure Solutions (USA) Inc, ("Pethealth"), a Delaware corporation, and Fc)29['�l�m i ee—r (the "Client"). WHEREAS Pethealth and the Client wish to enter into this Agreement for Pethealth to provide the Client with acccsd to software and services on an application service providcT ("ASP') basis under the terms and conditions described in this Agreement NOW THEREFORE in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: Right in ACCcaa and_Use the AlDaUcltklolt• Subject to the terms and conditions of this Agreement And attached Schedules A and B: W Pcthcalth hereby grants to the Client a limited, non—oxclusivc, non -transferable and revocable right to use the general production version of the PatPoint shelter data management software application, including all updates, improvements, enhancements and additions thereto (the "Application") on a remote basis through the ASP for the purposes set forth herein: and (ii) the Client is authorized to use all functionality and all configurations of the Application that are made uvuilable through the ASP, including all updates, that are made generAlly availabie by Pethealth, Upon request, Pethealth will provide a complete duplicate of the Client's data in KcrosoR Access formal (the "Client's Data") to the Client for their records on a monthly basis. Except for the limited rights granted by this Section 2, in no event will the Client acquire or retain any other right of access or use or othcrwisc uequirc or retain any right, title or interest in or to the Application (or any modifications, improvements, enhancements or upgrades thereto or derivative works based thereon), whether in the form of intellectual property or other ownership rights or interests. Pr0p_d([6rv_Rteh1s. The Client acknowicdges that the Application (and all modifications, iraprovcmcnts, enhancements or upgrades thereto or dorivadve works based thereon) and all Proprietary Information or Pcthcalth are and shall at all times remain the sole and exclusive property of Perhealth (or its licensors). The Client agrees that it shall not: (i) permit any third party to use the Application or any services provided by Pcthcalth to the Client hercundcr (the "ASP Serviccs'�. and (ii) use the Application or the ASP Services for the benefit of any third party. For the purposes of this Agreement, the Corm "Proprietary Information" means any and all information relating to the Application and the ASP Services, including the databases, computer programs, screen formats, report formals, interactive design techniques, formulae. procossas, systems, software, and other information forming part of, relating to or made available as pan of the Application and the ASP Services that Is proprietary to Perhealth and/or its licensors and all copyrights, trademarks. Ncrvicc marks, trudc sccretN, patcnL4, or other intellectual property and ownership rightN of Perhealth and its relevant licensors related thereto, Cnnlidentlallty. All information relating to the terms of this Agreement provided by either Pcthcalth or the Client in connection with the ASP Services, including any information relating to such party's business, operations, customers or otherwise ("Confidential tnformotion") shall be used by the other party solely I'or the purpose of rendering scrviccs pursuant to this Agreement or othcrwisc discharging its obligations hereunder and, except as may be required to carry out this Agreement shall not be disclosed to any third party without the prior consent vl' the party providing the information. Nothing herein shall be construed to prohibit Pethealth or the Client from disclosing Confidential information when and to the extent roqutrod to do so by any regulatory authority, by Judicial or administrutivc process or othcrwisc by applicable law or regulation. Warranfics rind Limitations. The application is provided on an "as is, where Is" basis without any representation or warranty or oundition of any kind under applicable law. Pethealth disclaims all conditions, terms, representations and wwTunttev, express or implied, written or oral, statutory or othcrwisc, including, but nut limited to, warranties of merchantability, quality, fttncss for a particular purpose. title or non -infringement of intellectual property, The Client assumes the entire risk as to the performance of the uppliculion. Pethealth +hull provide no on -site support or on -rile maintenance For the application. In no event will Pethealth be liable for any damages whatsmver (inCIuditte, without limitation, thosd dumuges resulting lirom lost profits, lust dutu or business interruption, special, incidental, indirect, punitive or consequential damages, loss of use, data or profits, business intcrrupton, lass of business information or other pceunmey lost arising can of dtc use, inability to use. or Illc ri:sulls of use a[' the upplicalinn whclhcr bused an wurranly, contract or tort (even if the damages are caused by breach of contract including fundamental breach), or by the ncg0gcncc or nthcr Fault oFPcthculih. IN-UI:•�h��t411 r,1 07,121/2010 09:31 FAX 2538356738 Federal Way Police 1a003/003 R tla The Client shall indemnify and hold pethcolih hurmleas from and aguinsl any I"% dumugdt, alltim, east, expense or other liability suffcrcd Or incurred by Pethealth as a result of any claim of Now of aCtien by a third patty arising out of, based upon or reloting to: (1) the Clients use of the Application and the ASP Services, ar (H) ownership or rights in any data %teeived by Pethealth from the Client (or its designees) or any information derived therefrom, Pethealth shut] Indemnify and hold the Client h"css Flom and against any lass. damage• claim cost. expense or other liability suffefpd Or inck'ed by Client as a result of any claim or cause of action by a third parry arising out of, bused upon or relating to the system desi8n or operation of the Applicadan and the ASP Set vices . For the purposes of this Agreement, references to Pethealth or the Client ,Ball include, to the extent applicable, their affiliutcs, Their directors, officers and employees of such entities. ?Pone tru if Pe;health is prevented, hindered Of delayed in whole or in pan from or in performing any of its obligations under this Agreement due to any event beyond its rCttaanuble control (each a "Force Mgjoure Event"), then its ob]igaiions wider this Agreement shall be suspended for so long as the Force Majcurc Evci3t continues, Fees And Ex erases. (i) Aanlioatian Use end A5P Sc v r deg. The Client will pay Fetheakh a monthly Application Use and ASP Services FCC, as WCCtticd vn Schedule A hereto (the "Fee"). The Fee shall be due and payable on a quarterly basis, as apcciflod on Schedule A hereto. (ii) Anufficatign Sorvicea Fagg. Upon the Clients reasonable request, and provided Ilitu Pethcahh then has available the neces5ruy re~xOtsrcas, Pethealth will provide the Client additional database convctsion, training, and support cervices in addition to the ASP Services (••Addidonai Services"), including services whore required at the Client's facilides. The Clicnt ~rill pay Pethealth for all time and matedaIq quarterly in amars, at Pcthenith'y then publi>:hed Service. mica, far any Additional servfco9 provided at thv rcqucst of the Clicnl. (iii) DlocQunts. Fathealth will prvvidc the Client with ccrtuin discounts to the Fee as described in Schedule A hereto, (iv) Taxes. The Client shall be responsible for any sales, use, excise, value-added, services, consumption or other t4x that is assessed on the grant of the right to use the Application or the provision of the ASP Services (or 411y part thereof) or on any payments due to Pethealth heroundcr, Term and TernAnotlon. Each pity shall be votiticd to terminate thlx Agreernu:nt by providing thirty (30) days prior written notice to the other parry, provided, however, that Pethealth shall be entitled to tcrntipate this Agreement immadiutely if the Client,hull commit It breach ar(hi s AgreeMen t• Upon termination or th1a AgreCmcm for arty reason, the Client shall immediately eerie use pf the Applitation and Pethealth shall provide to the Client a complete duplicate of he Clicnt'lt Data in Mlermoft Accw" format. Gent; Thin Agreement ,halI not be assigned by the Client without tho prior con Rent In wl•liing of Pethe alth. Any purported assignment in contravention of this provision shall be null and void. This Agrcemeni shall be binding on and Shull inun: to the banant. of the CftnT and Pethealth and their rcipurtive I:urxer'surs and permitted asc'igns. This Agrcomant shall be governed by and ocastrucd in accordance with the laws of the $late Of Ddlavl=, and the federal Iaws a the United Statcs applicable therein without regard to the contlicts of law print:iples thereof. This Agreement, together with Schedule A and D uttachcd herelu, constitutes the entire ngraomant betwoen Felhealth and the Client on the subject matter hereof and supersedes and terminates tie of the data hcrcuf, all pr-tor oral or writen agreements, arrangementx or understandings between tho parties. the vbllgttluns imp,"cd by Sections 2, 3, d. and 5611011 survive the termination of this Agrccrncnt• This Veemestt may be reviewed by Client at any time upon (VgUC5t. Tcrms and condition. contuint:d in Sncrdulc A urid H are subjoct to ehall go: ClicvI Will be pnulicd of intended Change+ Ind may review the revised ugugment upon request, IN WITNESS WHEREOF. the psrties hereto have executed this Agreement as of the date first written above. FETHEALTH SOFTWARE CLIENT: SOLUTIONS (USA) INC. 1.866-630-7387 3315 ALGONQUIN ROAD ADDRESS: SUITE 450 ROLLING MEADOWS, JL 600oS FAX: 866-409.8940 FAX: NA1vIE: Steve 7.cidroan NAME: TiTI.E, Chief Technology Ofticcr TITLE: i ,NED: SIGNATURE: IN.014 4A94H3.1 v.3 EosaotL R •t:E I�r ' H& r1r1 G�ir.sw--/ 0 \« §§§\R e■ /§ ::■�;::�::�: !!3 !£.j:CIL ! °k ! � # � e ; I &