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HomeMy WebLinkAboutAGMT - PetData (Provide Pet Licensing Services)AGREEMENT FOR ANIMAL LICENSING SERVICES THIS AGREEMENT FOR ANIMAL LICENSING SERVICES ("Agreement") is made and entered into by and between the CITY OF SEAL BEACH a California charter city, hereinafter called "CITY," and PETDATA, INC., a Texas for-profit corporation, hereinafter called "CONTRACTOR," as of the date last signed by a party as reflected on the signature page of this Agreement ("the Execution Date"). For good and valuable consideration, CITY and CONTRACTOR agree as follows: 1. SERVICES For the consideration set forth below, CONTRACTOR agrees to provide to CITY 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 CITY's licensing and registration of pets. CITY agrees to perform "CITY'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 this Agreement, the provisions of this Agreement will prevail. 2. OVERSIGHT AND COORDINATION All Services shall be performed to the reasonable satisfaction of CITY, as reasonably determined by CITY's Administrator or other person whom CITY shall from time to time designate to monitor the performance of the Services by CONTRACTOR, and in compliance with CITY's Municipal Code and applicable California law and federal law. CITY 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 CITY, and to promptly notify CONTRACTOR of any changes to CITY'S monitoring designee or the contact information for CITY's monitoring designee. 3. PERFORMANCE OF SERVICES CONTRACTOR acknowledges that, prio?to signing this Agreement, CONTRACTOR has become familiar with the scope of the Services required under this Agreement and the animal control requirements of CITY's Municipal Code and applicable California law and federal law. Subject to CONTRACTOR's fulfillment of its obligations under this Agreement, the means, methods, timing, and manner 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 CITY location. CITY acknowledges that CONTRACTOR shall not be obligated to commence the performance of the Services until the Commencement Date, as hereinafter provided. CONTRACTOR shall not be responsible or liable to CITY or any third party for any delays, errors or omissions in the performance of the Services or any losses or damages sustained by CITY or any third party that are caused by (i) CITY or any of CITY's employees or agents, (ii) the inaccuracy, incompleteness, or other insufficiency of any data furnished by or on behalf of CITY to CONTRACTOR under or in connection with this Agreement, or (iii) any other items furnished by or on behalf of CITY to CONTRACTOR under or in connection with this Agreement. - 1 - 4. CUSTOM SUPPLIES If CITY requests that CONTRACTOR utilize specific supplies in connection with the performance of the Services, such as, for example, forms, brochures, or rabies books, CITY will provide those supplies to CONTRACTOR without charge. 5. BANK ACCOUNTS Licensing fees and any other amounts that are collected by CONTRACTOR for the benefit of CITY under this Agreement will be deposited into an account of one of the following types that is from time to time designated by CITY (a "Bank Account"): A. [Not Applicable.] 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"). When a Maintained Account is closed, any funds remaining in the account shall be remitted in accordance with Section 9B. 6. COMPENSATION TO CONTRACTOR In consideration of the Services, CONTRACTOR shall be entitled to the following, compensation: A. Basic Fees. CITY 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 CITY, CONTRACTOR, veterinarians, or any other persons: 1) $4.30 for each one-year license or replacement tag (which amount is subject to adjustment as provided below). This one-year license/replacement tag fee shall also be paid for each license donated or issued free of charge by CITY, and for each license that is issued as part of a bundling of CITY services or programs. 2) [Not Applicable.] 3) $2.50 collection service fee for each late fee, if any, paid by a Licensee during the term of this Agreement. The license/replacement tag fee provided for in Section 6A, 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 Execution Date and continuing until the fifth (5th) annual anniversary of the Execution Date, the license/replacement tag fee provided for in Section 6A, clause 1), above, will be $4.40; 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 Execution Date and continuing on each annual anniversary of the Execution Date thereafter throughout the remaining term of this Agreement, the license/replacement tag fee provided for in clause 1), as previously adjusted, will increase by an amount equal to the lesser of either (a) three percent (3%) of the fee under clause 1) that is in effect immediately prior to the respective anniversary, or (b) the increase in the Consumer Price Index (CPI) for the 12 -month period immediately preceding each annual anniversary; and the fee, as so increased, will thereupon become the license/replacement tag fee payable under Section 6A, clause 1) unless and until further adjusted in accordance with this clause (b). As used herein, the term "Consumer Price Index" -2- or "CPI" means the CPI for All items in Los Angeles -Long Beach -Anaheim, CA, all urban consumers, not seasonally adjusted. An animal license will be considered "issued" for purposes of this Agreement upon CONTRACTOR's completion of the physical processing of the tag, assignment of registration number and completion of all procedures to provide the license to the applicant during the term of this Agreement upon payment of the applicable fee(s), regardless of the means, method, program, process, or agency used for the issuance or registration of the license. Without limiting the generality of the foregoing, an animal license that is donated or issued free of charge by the CITY as determined in CITY's sole discretion, or that is issued as part of a bundling of CITY services or programs, will be considered "issued" for purposes of this Agreement upon CITY's notification to CONTRACTOR of such free or donated license or bundling. . In implementing the preceding provisions of this Section 6A, the parties agree that CONTRACTOR's minimum aggregate fees under this Section 6A clause 1) (license/replacement fee) and Section 6A clause 3) (collection service fee for late fee) 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 clause 1) and Section 6A clause 3) 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 clause 1) and Section 6A clause 3) for that calendar month will be $500.00. However, the foregoing minimum $500.00 monthly amount will not be applicable if the aggregate fees paid to CONTRACTOR under this Section 6A clause 1) and Section 6A clause 3) 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 clause 1) and Section 6A clause 3) during any calendar year do not equal or exceed $6,000.00, then CITY 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 or upon termination sooner under 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. CITY acknowledges that the aforesaid minimum fee amounts apply only to the fees payable to CONTRACTOR under this Section 6A, clause 1) and clause 2), and do not include, by way of example and not by way of limitation, any Start -Up Fee payable to CONTRACTOR under Section 6B or any Additional Service Fees or Costs payable to CONTRACTOR under Section 6C. The fees paid to CONTRACTOR under clause 1) or 3) of this Section 6A are further subject to reasonable adjustment in the event that CITY adds, modifies, or eliminates any fees that are charged to Licensees during the term of this Agreement. CITY and CONTRACTOR agree to negotiate any such reasonable adjustments in good faith. 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 CITY and pays the applicable License fee. B. Start -Up Fee. CITY shall pay to CONTRACTOR, a $1,000, one-time only, "Start -Up Fee". The Start -Up Fee is due and payable within fifteen business days after the Execution Date. There are no Start -Up Fees for term extensions or any renewals of this Agreement that may hereafter be entered into by the parties. C. Additional Service Fees or Costs. ME The following fees or cost reimbursements will apply to the extent that the corresponding services described below are requested by CITY: 1) Cost of Bank Account. CITY will be responsible for the following out-of-pocket costs related to any Bank Account: monthly maintenance fees; stop payment fees; and return check fees. CITY will reimburse CONTRACTOR on a monthly basis for such out-of-pocket costs for a Bank Account that are paid by CONTRACTOR, through deductions made by CONTRACTOR in accordance with Section 9B. CITY 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) Supply Fee. If CITY requests changes to supplies or notices that it has previously approved, including but not limited to fee or program changes, CITY will be responsible for the actual costs associated with changing, replacing or discontinuing the use of the previously approved supplies. If CITY terminates this Agreement for any reason other than for cause, CITY will remain responsible for the actual cost of supplies purchased on its behalf prior to the date of any notice of termination. D. Charges to Licensees. CITY 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. The following fees shall be in addition to the fees set forth in Section 6A, Clause 1) and 3), and Section 6C (supply fee), above. The following fees shall not be included in determining whether the monthly $500 aggregate or annual $6,000 aggregate has been reached under Section 6A. 1) $2.00 for each on-line transaction completed 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 CITY. E. Non-Annrooriation of Funds. Notwithstanding Sections 6A through 6D, payments to be made to CONTRACTOR by CITY for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONTRACTOR's Services beyond the current fiscal year, this Agreement shall cover payment for CONTRACTOR's Services only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 7. MODIFICATIONS OF SERVICES If an authorized representative of CITY requests in writing that CONTRACTOR provide 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 CITY in a written modification to this Agreement that is signed by CITY and CONTRACTOR prior to the provision of such additional services. CONTRACTOR shall not be required to -4- 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; requests for new features in CONTRACTOR's software; or requests for CONTRACTOR to implement new procedures or operations. CITY may determine after the Execution Date that certain portions of the Services are no longer necessary, in which event CITY 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. S. 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 CITY in a format that is mutually agreed upon by CITY and CONTRACTOR, based on CITY's needs. Any such report may be transmitted electronically or by any other means. B. Reports from CITY (Over -the -Counter Sales). In the event that CITY sells licenses over-the-counter, within ten calendar days after the end of each calendar month during the term hereof, CITY will submit a report to CONTRACTOR of all license fees that CITY has received during the preceding calendar month from Licensees, veterinarians or any other source other than CONTRACTOR that have been retained. Any such report may be transmitted electronically or by any other means. 9. PAYMENTS A. [Not applicable.] B. Maintained Account Used. If and for so long as a Maintained Account is utilized hereunder, the following provisions shall apply): Within 15 business days after the end of each calendar month, CONTRACTOR shall remit to CITY the residual amount, if any, of all license fees collected by CONTRACTOR hereunder during the preceding calendar month after deducting therefrom all fees and reimbursements due CONTRACTOR pursuant to Section 6A through 6D. 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 CITY under this paragraph until all sums due CONTRACTOR have been fully paid. C. Direct Collections by CITY. If CITY 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, CITY 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. If CITY retains the amount CITY 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 CITY may be determined and paid in accordance with this Agreement. 10. TERM The initial term of this Agreement will commence on the Execution Date and will expire at the close of business on the last day of the 36 full calendar month after the Commencement Date, unless this Agreement is sooner terminated in accordance with other provisions of this Agreement. -5- 11. TRANSITION PHASE The period beginning on the Execution Date and expiring at the close of business on the 60th day thereafter is referred to as the "Transition Phase." CONTRACTOR shall begin processing licenses within a reasonable time following the Transition Phase subject to CITY's timely fulfillment of its obligations under this Section 11. CONTRACTOR, in its discretion, may begin processing licenses prior to the expiration of the Transition Phase. CITY acknowledges that any delay in the performance of its obligations under this Section 11 may result in a delay in the commencement of the Services. The date on which CONTRACTOR commences the processing of licenses hereunder is referred to in this Agreement as the "Commencement Date." CONTRACTOR shall notify CITY of the Commencement Date within a reasonable period before or after the Commencement Date. During the Transition Phase: A. License Data. CITY shall provide historical license data files consisting of licenses older than 90 days within fifteen days after the Execution Date. The said historical data shall be made available to CONTRACTOR in an electronic format that is readily importable by CONTRACTOR. B. Deliverables. Within ten days after request from CONTRACTOR, CITY shall provide to CONTRACTOR agreed upon supplies, data, feedback, process information, the initial designation regarding the Bank Account under Section 5, and required approvals for items such as form designs (collectively, "Deliverables"). Deliverables may be requested throughout the Transition Phase. C. Tags. CITY shall purchase, at CITY's expense, and cause to be delivered to CONTRACTOR license tags that meet CONTRACTOR's specifications, which have been provided to.CITY. 12. PERMITS AND REQUIREMENTS A. Permits. CONTRACTOR shall obtain the necessary permits(s), if any, required by CITY or any other governmental `yr entity for the performance of the Services. CITY agrees to provide CONTRACTOR with a list of any and all such permits, including, without limitation, a CITY business license, and to cooperate and assist CONTRACTOR in good faith to aid CONTRACTOR in obtaining any such permits in a timely fashion. B. Legal Requirements. CONTRACTOR shall, in performing the Services under this Agreement, comply with all federal, state, county, or CITY statutes, laws, codes and ordinances, as amended, that are directly applicable to CONTRACTOR's performance of the Services. CITY shall notify CONTRACTOR of changes to laws, codes or ordinances affecting CONTRACTOR's performance of Services under this Agreement of which CITY obtains actual knowledge during the term of this Agreement. 13. COVENANTS REGARDING DATA -6- CONTRACTOR agrees that it will not, without CITY's consent, use personal data collected on behalf of CITY other than for the performance of the Services or other uses permitted by this Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell, or intentionally transfer or release, to any third party personal data that CONTRACTOR has collected in performing the Services, except as may otherwise be required by this Agreement or applicable law, and that it will take commercially reasonable measures to prevent the unauthorized release of any such third party personal data. CONTRACTOR shall at all times comply with California Civil Code Section 1798.80, et seq., and Section 1798.100, et seq. (the California Consumer Privacy Act of 2018). For purposes of this section, "City Data" means any and all City data, including animal licensing data and PII, provided or made accessible by the CITY to, or handled, used, transmitted, or stored by, CONTRACTOR in connection with this Agreement. As between CONTRACTOR and the CITY, the CITY owns any and all City Data. CONTRACTOR is provided a limited license to access City Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display City Data only to the extent necessary to provide the Services. CONTRACTOR shall: (a) keep and maintain City Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose City Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to City Data only to those employees of CONTRACTOR who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available City Data for CONTRACTOR's own purposes or for the benefit of anyone other than CITY without CITY's prior written consent. Without limiting CONTRACTOR's obligation of confidentiality as further described herein, CONTRACTOR shall be responsible for establishing, maintaining, and providing a written description to CITY of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the City Data; (b) protect against any anticipated threats or hazards to the security or integrity of the City Data; (c) protect against unauthorized disclosure, access to, or use of the City Data; (d) ensure the proper disposal of City Data; and, (e) ensure that all employees, agents, and subcontractors of CONTRACTOR, if any, comply with all of the foregoing. In no case shall the safeguards of CONTRACTOR's data privacy and information security program used to protect City Data be less stringent than the safeguards used by CONTRACTOR for its own data. The Services include handling credit card information. Therefore, the CONTRACTOR shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI -DSS). CONTRACTOR agrees and warrants that it is responsible for the security of "cardholder data" that CONTRACTOR possesses, stores, processes or transmits on behalf of the CITY, and for any impact on the security of CITY's cardholder data environment adversely affected by any failure of the CONTRACTOR to maintain compliance with provisions of the PCI -DSS applicable to the Services. Any and all cloud storage shall be in compliance with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto, and shall be conducted entirely within the continental United States. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of City Data or the physical, technical, administrative, or organizational safeguards put in place by CONTRACTOR that relate to the protection of the security, confidentiality, or integrity of City Data, CONTRACTOR shall, as applicable: (a) notify CITY as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with CITY in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by CITY; (c) in the case of PII, at CITY's sole election, (i) notify the affected individuals who comprise -7- the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82 and Section 1798.100, et seq., or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse CITY for any costs in notifying the affected individuals; (d) perform or take any other actions required to comply with applicable law as a result of the occurrence; (e) without limiting CONTRACTOR's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless CITY for any and all claims and liabilities, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from CITY in connection with the occurrence up to the limits of CONTRACTOR's Cyber Liability policy or Data Protection Insurance required herein. Upon the termination of this Agreement, CONTRACTOR agrees to return or transfer to CITY, in a mutually acceptable format, all City 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. 14. INDEMNITY To the full extent permitted by law, CONTRACTOR agrees to defend, indemnify and hold harmless CITY and its elected and appointed officials, officers, employees, servants, agents, designated volunteers, and those City agents serving as independent contractors in the role of CITY officials (collectively "CITY Indemnitees") from and against any and all claims, liabilities, lawsuits, judgments, costs and expenses for bodily injury (including death), personal injury, property damage and/or other harm or loss for which recovery of damages or any other remedy of any kind is sought, suffered by any person or persons, arising out of CONTRACTOR's breach of this Agreement and/or CONTRACTOR's negligence or willful misconduct in the performance of the Services under this Agreement, except that CONTRACTOR's duty to defend, indemnify and hold harmless CITY Indemnitees shall not include any acts or omissions to the extent arising out of the sole negligence or willful misconduct of CITY Indemnitees. In the event of joint and concurring responsibility of CONTRACTOR and CITY Indemnitees, responsibility and indemnity, if any, shall be apportioned comparatively. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, in or to any other person or entity. CITY does not, and shall not, waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section 14 shall apply regardless of whether or not any insurance policies are determined to be applicable to any claims asserted against CITY or any of the other CITY Indemnitees, or any insurance proceeds are made available to CITY. 15. INSURANCE REQUIREMENTS CONTRACTOR shall procure, pay for, and maintain during the term of this Agreement: A. Commercial General Liability Insurance with a minimum combined single limit coverage of $1,000,000 per occurrence, and a $2,000,000 General Aggregate Limit for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. The City and its elected and appointed officials, officers, employees, servants, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials, shall be named as additional insureds. B. Workers Compensation Insurance in the amount required by applicable federal and state statutes having jurisdiction or employees engaged in the performance of the work or services. or proof of exemption from any Workers' Compensation insurance requirements; and Employer's Liability insurance coverage of not less than $1,000,000 per accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. -8- C. Data Compromise/Identity Restoration Insurance or other Data Protection Insurance approved by CITY. CONTRACTOR shall furnish evidence of such coverage to CITY prior to starting any work or providing any Services hereunder, and will provide 30 days' written notice of policy lapse or cancellation, or of a material change in policy terms. CONTRACTOR shall waive, and each insurance policy required by this Section 15 shall waive all rights of subrogation. All policies shall comply with any and all other terms and conditions required by the CITY's risk manager. CONTRACTOR does not own any vehicles. However, CONTRACTOR does have coverage for non -owned vehicles under its commercial general liability policy. Therefore, CONTRACTOR does not carry and shall not be obligated to carry separate automobile liability coverage. D. Any deductibles or self-insured retentions applicable to insurance policies required herein must be declared to and approved by CITY prior to CONTRACTOR obtaining such insurance policy. In no event shall any insurance policy required in this Agreement have a deductible, self-insured retention, or other similar provision (including any fronting component) in excess of $50,000 without prior written approval of CITY in its sole discretion. At the option of CITY, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects CITY, its officers, elected and appointed officials, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials; or CONTRACTOR shall procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self-insured retentions. E. Other Insurance Provisions. In addition to the foregoing, the policies are to contain, or be endorsed to contain, the following additional provisions: 1) General Liability, Automobile Liability (if any) and Umbrella / Excess Liability Coverage (if any). a) Additional Insured Endorsement. CITY, its officers, elected and appointed officials, employees, volunteers, and those agents acting as independent contractors in the role of CITY officials, are to be covered as an additional insured as respects defense and indemnity against claims seeking recovery for: liability arising out of activities performed by or on behalf of CONTRACTOR; products and completed operations of CONTRACTOR; premises owned, occupied, or used by CONTRACTOR; or automobiles owned, leased, hired, or borrowed by CONTRACTOR. The coverage shall not extend to any indemnity coverage for the sole active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Civil Code § 2782(b), and shall contain no special limitations on the scope of protection afforded to CITY, its officers, elected and appointed officials, employees, volunteers, and those agents acting as independent contractors in the role of CITY officials. b) Primary and Non -Contributory. The Agreement insurance coverage shall be primary insurance as respects to the CITY, its officers, elected and appointed officials, agents, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials. Any insurance or self-insurance maintained by the CITY, its officers, elected and appointed officials,, agents, employees, volunteers, and those CITY agents acting as independent contractors in the role of CITY officials shall be excess of the CONTRACTOR's insurance and shall not contribute with it. C) Separate Coverage. Except with respect to the limits of the liability, CONTRACTOR's insurance shall apply separately to each insured against whom claim is made, or suit is brought and shall provide that an act or omission of one of the insureds shall not reduce or void coverage to the other insureds. CONTRACTOR's insurance shall not exclude coverage for suits or claims brought by or on behalf of one insured against any other insured. d) Contractual Liability. The general liability and umbrella policies shall be endorsed to include contractual liability. 2) All Coverages a) 30 -day Notice of Cancellation. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to CITY. b) Waiver of Subrogation. Each insurance policy required by this Agreement shall provide that CONTRACTOR and insurer waive any and all rights of subrogation against CITY, its officers, elected or appointed officials, agents, employees, volunteers, and those agents acting as independent contractors in the role of CITY officials for losses arising from work performed by CONTRACTOR for CITY. 3) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If CONTRACTOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY. E. Insurance is to be placed with insurers authorized to do business by the Insurance Commissioner in the State of California, with a rating by A.M. Best's of no less than A, Class VII, and satisfactory to the City. All insurers shall be licensed by or holding admitted status in the State of California. F. CONTRACTOR shall furnish CITY with certificates of insurance and with original endorsements affecting coverage required by this Section. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by CITY. Where, by statute, CITY's workers' compensation -related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by CITY before any Services commence, and shall evidence that all premiums have been paid for the entire forthcoming policy period. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. The delivery to CITY of any certificates of insurance or endorsements hereunder which do not comply with the requirements set forth in this Agreement shall not waive CITY's right to require such compliance. G. If CONTRACTOR fails to obtain and maintain the insurance required hereunder, CITY shall have the right, but not the obligation, to obtain the same or similar insurance in the name and account of CONTRACTOR in which event CONTRACTOR shall pay the cost thereof and furnish upon demand all information that may be requested by CITY to permit CITY to obtain all such required coverage on behalf of CONTRACTOR. CITY shall have the right to offset (without recourse by CONTRACTOR) against any amounts owing to CONTRACTOR, amounts CITY reasonably incurs in obtaining insurance required of CONTRACTOR herein. -10- H. The procurement of the insurance required in this Agreement or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of CONTRACTOR's obligation to indemnify CITY or any of its officers, elected or appointed officials, agents, employees, volunteers, or those CITY agents acting as independent contractors in the role of CITY officials under any provision of this Agreement. I. Neither CITY nor any of CITY's officers, agents, employees, volunteers, or those CITY agents acting as independent contractors in the role of CITY officials make any representation that the types of insurance and the limits specified to be carried by CONTRACTOR under this Agreement are adequate to protect CONTRACTOR. If CONTRACTOR believes that any such insurance coverage is insufficient, CONTRACTOR shall provide, at its own expense, such additional insurance as CONTRACTOR for deems adequate. J. All subcontractors shall comply with all of the requirements stated in this Agreement. CONTRACTOR shall furnish CITY with separate certificates and endorsements for each subcontractor. 16. TERMINATION 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 for animal licenses or renewals under Section 6A with respect to all periods through the date of expiration, including with respect to animal licenses or renewals that are in process at the time of expiration. B. Termination For Cause by CITY. If CONTRACTOR materially breaches this Agreement and fails to cure the breach within 30 days after CITY notifies CONTRACTOR in writing of the breach and specifies the details of the breach, CITY may terminate this Agreement immediately upon notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be entitled to payment for all amounts due CONTRACTOR for animal licenses or renewals under Section 6A with respect to all periods through the date of termination, including with respect to animal licenses or renewals that are in process at the time of termination. C. Termination for Convenience by CITY or CONTRACTOR. CITY or CONTRACTOR may terminate this Agreement for convenience upon not less than 90 days prior written notice to the other party. 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. Notwithstanding any other provision of this Agreement, upon the effective date of termination, no further fees, reimbursements, costs or other amounts shall be due and owing CONTRACTOR under Section 4A through 4D or any other provision of this Agreement. 17. 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 cause beyond CONTRACTOR's reasonable control. CONTRACTOR shall provide notice to CITY of any event described in this Section within ten (10) business days after the occurrence of such event. CITY shall have no obligation to pay for any Services not actually provided by CONTRACTOR. 18. RECORDS/AUDIT WIE CONTRACTOR shall maintain in electronic form or on a database, equipment, books, records, fiscal records, and documents directly related to the performance of the Services (collectively, "Records") during the term of this Agreement and for a period of four full calendar years thereafter. CONTRACTOR shall further maintain any Records that were either received or originally generated by CONTRACTOR in paper form for a period of four full calendar 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 retention period or at the termination of this Agreement shall either be shipped to CITY or destroyed, at CITY's option and at CITY's expense in either case. During the term of this Agreement and for a period of four full years thereafter, CITY shall have the right to inspect and audit, at CITY'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. 19. 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 CITY shall be addressed as follows: City of Seal Beach 211-8`" Street Seal Beach, California 90740 Attn: City Manager Notices to CONTRACTOR shall be addressed as follows: Chris Richey, President PetData, Inc. P.O. Box 141929 (if mailed) Irving, Texas 75014-1929 8585 N Stemmons Fwy, Suite 1100N (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 -12- in accordance with this Section. The provisions of this Section shall not govern the means of submission of invoices by CONTRACTOR to CITY under this Agreement. 20. CONTRACTOR'S SYSTEM CITY 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. CITY acknowledges that CITY 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. CITY further acknowledges and agrees that any information that CITY obtains related to the use, formulation or operation of the System that is not generally known is CONFIDENTIAL, may only be used by CITY 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 including but expressly not limited to the California Public Records Act (Cal. Gov. Code Section 7920.000 et seq.), subpoena, or court order, or with CONTRACTOR's prior, express written consent in CONTRACTOR's sole discretion. Upon the termination of this Agreement, and subject to any applicable California or CITY records retention laws, ordinances or policies, any information and materials, in whatever media or format, related to the System that CITY has in its possession will be returned to CONTRACTOR or destroyed at CONTRACTOR's option. CITY agrees that it will not attempt to discover, duplicate, or replicate the System in any manner. 21. MISCELLANEOUS A. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue for any legal or equitable action arising out of this Agreement shall be in the Superior Court for the County of Orange, or the federal District Court for the Central District of California. B. Relationship of Parties. The relationship of CITY 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. -13- E. Assiemnent: 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 to "business days" shall refer to days other than Saturdays, Sundays, or other days on which CITY 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. [Signature page follows] -14- EXECUTED by CITY and by CONTRACTOR on the respective dates set forth below to be effective as of the Execution Date. CITY: CITY OFL BEACH, California harter City By: PrintedName: Title �� ' C, _ C� �- L \ (-�.• Date of Execution: ' Z\\ CONTRACTOR: PETDATA, INC., a Texas for-profit corporation By:� - PrintedName: CAI IA"Plie, A- ,rt1e, Title: fre S" 4"' Date of Execution: q A 1203 By: Printed Name: n Sea Title: Date of Execution: 1 Ul�ot(7,�3 (Please note, two signatures required for corporations pursuant -io California Corporations Code Section313 from each ofthe following categories: (i) the chairperson of the board, the president or any vice -15- Approved as to Form: B�Y: Nicholas Ghirelli, City Attorney president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED -16- 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 CITY policy. F. Update license information in CONTRACTOR'S database and issue replacement tags as needed. G. If CONTRACTOR collects any payments due CITY 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 CITY. B. Mail billing notices to pet owners who have vaccinated a pet against rabies but have not licensed, if CITY 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 CITY staff, and respond to CITY 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 Exhibit A — Page 1 B. Process and enter rabies vaccination records from local veterinary clinics if rabies reporting is required by CITY. C. Follow up with delinquent clinics and registrars and report delinquent clinics and registrars to CITY 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 CITY A. Send reports to CITY within 15 business days after the end of each month including the number of licenses sold at each location. B. Provide statistical and fiscal reconciliation reports to CITY or as requested within a timely manner. Depending on the information requested, CONTRACTOR can provide most reports within five business days. C. Process donations on behalf of CITY when a donation is made with the purchase of a license, if CITY requests donations be collected. D. Provide an online tag search to the public if CITY Wishes to have CONTRACTOR's online tag search enabled. CITY 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. In the event that CITY sells licenses over-the-counter, report CITY license sales electronically, if retained, 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. Exhibit A — Page 2 ACOR T o `� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) F12/15/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER StateFarm Mike Baker • 2100 Valley View Ln Ste 425 Dallas, TX 75234 CONTACT Jen Wierzba AHCNNo Ext : 214-780-0900 AIC No : 214-780-0909 E-MAIES : jen.wierzba.m5je@statefarm.com A DRINSURER(S) AFFORDING COVERAGE NAIC # INSURERA: State Farm Lloyds 43419 11/13/2024 INSURED INSURER 13: State Farm Fire and Casualty Company 25143 INSURER C : PetData Inc INSURER D : PO Box 141929 Irving, TX 75014 INSURER E: INSURER F: A COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADD INSD UB WVD POLICY NUMBER P F MMlDDIYYYY POLICY P MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADEDA OCCUR Y Y 93 -TV -3354-6 11/13/2023 11/13/2024 EACH OCCURRENCE $ 2,000,000 AGE ToI PRERENTED M SES Ea o'currren e $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- LOC OTHER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 I $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY 93 -TV -3354-6 11/13/2023 11/13/2024 Ea INED accc denntSINGLE LIMIT $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PRO AMAGE Per accident $ UMBRELLA LIAB EXCESS LIAB HOCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ Is B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBEREXCLUDED? F—] (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 93 -G4 -G934-2 07/11/2023 07/11/2024 I FERTUTE I OTH- $ 'TA PP E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION U @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1001486 132849.14 04-13-2022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th St Seal Beach CA 90740 U @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1001486 132849.14 04-13-2022 MTF PolicyNo. L 93 TV3354 6 3864—FAB2 CMP -4786 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP -4786 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) I This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Policy Number: L 93 TV3354 6 Named Insured: PETDATA INC PO BOX 141929 IRVING TX SCHEDULE 75014-1929 Name And Address Of Additional Insured Person Or Organization: CITY OF SEAL BEACH ITS ELECTED AND APPOINTED OFFICIALS OFFICERS EMPLOYEES SERVANTS AGENTS DESIGNATED VOLUNTEERS AND THOSE CITY AGENTS SERVING AS INDEPENDENT CONTRACTORS IN THE ROLE OF CITY OFFICIALS 211 8TH ST SEAL BEACH CA 90740 6379 1. SECTION 11 — WHO IS AN INSURED of SECTION 11 — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for "bodily in- jury", "property damage", or "personal and advertising injury" caused, in whole or in part, by: a. Ongoing Operations (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or CMP -4786 b. Products -Completed Operations "Your work" performed for that additional insured and included in the "products - completed operations hazard". 2. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a "suit" brought for damages for which you are provided coverage. 3. Primary Insurance. The insurance afforded the additional insured shall be primary insur- ance. Any insurance carried by the additional insured shall be noncontributory with respect to coverage provided by you. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. 1006104 137713.1 10-23-2013 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 Includes copyrighted material of Insurance Services Office, Inc., with its permission. MTF PolicyNo. L 93 TV3354 6 3864—FAB2 CMP 4787 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP -4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: L 93 TV3354 6 Named Insured: PETDATA INC PO BOX 141929 IRVING TX 75014-1929 Name And Address Of Person Or Organization: CITY OF SEAL BEACH ITS ELECTED AND APPOINTED OFFICIALS OFFICERS EMPLOYEES SERVANTS AGENTS DESIGNATED VOLUNTEERS AND THOSE CITY AGENTS SERVING AS INDEPENDENT CONTRACTORS IN THE ROLE OF CITY OFFICIALS 211 8TH ST SEAL BEACH CA 90740 6379 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. Your ongoing operations; or b. "Your work" done under contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP -4787 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2008 1006225 137715.1 11-19-2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission.