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HomeMy WebLinkAbout4867RESOLUTION NO. 4-8 6.7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN AND PETDATA, INC FOR ANIMAL LICENSING SERVICES WHEREAS, the City of Auburn will be bringing Animal Control and Services, including animal licensing, under full City control as of January 1, 2013; and WHEREAS, after analyzing available staff and information technology resources, staff recommends that the City contract the licensing function out to a private company; and WHEREAS, after reviewing available options staff has determined that PetData, Inc. is capable of providing quality service as of January 1, 2013. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor and City Clerk are hereby authorized to execute an Agreement between the City and PetData, Inc., of Dallas, Texas, for Animal Licensing Services which agreement shall be in substantial conformity with the agreement attached hereto as Exhibit A and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. Resolution No. 4867 October 2, 2612 Page 1 of 2 Dated and Signed this 1 Sb day of , 2012. CITY OF AUBURN PETER B. LEWIS, MAYOR ATTEST \3-- Danielle E. Daskam, City Clerk Resolution No. 4867 October 2, 2012 Page 2 of 2 AGREEMENT FOR ANIMAL LICENSING SERVICES THIS AGREEMENT is made and entered into by and between the City of Auburn, 25 W Main Street, Auburn, Washington 98001, hereinafter called "CITY," and PETDATA, INC., a Texas corporation, hereinafter called `-`CONTRACTOR," as of the date last signed by either party (the "Commencement Date"). 1. DESCRIPTION OF WORK For the consideration set forth below, CONTRACTOR shall provide to CITY certain animal licensing services described in Exhibit A attached hereto and incorporated herein by reference. The Services are to be performed in a good and workmanlike manner subject to the terms of this Agreement. CITY warrants that all historical data, consisting of licenses older than ninety days, has been entered into CITY database and is available in a readily importable electronic format. Furthermore, CONTRACTOR may be provided with remaining animal licensing supplies by CITY, and if so, CONTRACTOR shall assume responsibility for the reasonable cost of shipping said supplies. 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY's employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. 3. OVERSIGHT AND COORDINATION All Services under this Agreement shall be coordinated under, and performed to the reasonable satisfaction of the Mayor of CITY or his or her designated representative. Page 1 of 12 4. CONTRACTOR ACKNOWLEDGMENT CONTRACTOR acknowledges that, prior to signing this Agreement, CONTRACTOR has become acquainted with matters relating to the performance of this Agreement and the terms and conditions of this Agreement. However, CONTRACTOR shall determine the method, details and means of performing the above-described Services and CITY shall have no right to, and shall not, control the matter or determine the method of accomplishing CONTRACTOR's services. CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR's services. 5. FEES A. Base Fees CONTRACTOR shall receive base fees as follows: 1) $3.90 per license for a one-year license or a replacement tag. 2) $2.50 Collection Service Fee for each late fee and/or citation fee collected during the term of this Agreement, if applicable. For purposes of this Agreement, CONTRACTOR shall receive the fees set forth in Sections 5(A) for all animal licenses issued during the Term of this Agreement, including those licenses issued by the CITY, veterinarians, or any other persons authorized to issue animal licenses on behalf of the CITY B. Start -Up Fee In addition, CITY shall pay to CONTRACTOR, a $1,000.00, one-time only, "Start -Up Fee" The Start -Up Fee is due upon execution of the Agreement by CITY There are no Start -Up Fees for term extensions and/or renewals. C. Postal Surcharge Note: Postal Surcharge. In the event that the United States Postal Service increases its postage rates during the term of this contract in a manner that affects CONTRACTOR'S cost to provide service to CITY, both parties agree that CONTRACTOR'S fees may be adjusted to compensate CONTRACTOR for actual increased costs. CONTRACTOR will notify CITY thirty days prior to the date that the increase will go into effect. D. Additional Service Fees The following fee(s) will only apply if services are requested by CITY Animal Licenses Service Agreement October 2, 2012 Page 2 of 12 I Cost of Separate Account: In the event that CITY requests that CONTRACTOR establishes and/or maintains a separate bank account on behalf of CITY, CITY will be responsible for the actual cost of the bank account. Any bank fees will be paid directly by CONTRACTOR and CONTRACTOR will be reimbursed for those fees on a monthly basis. CITY can request copies of the bank statements at any time and CONTRACTOR will provide bank statements within five business days after requests are received by CONTRACTOR. 2. Bank Deposit Mailing Fees: In the event that CONTRACTOR is required to deposit money into a CITY bank account other than at a local branch in Irving, TX, the actual cost to mail, deliver or courier the deposits to CITY'S bank will be added to the invoice submitted to CITY 3 Postal Box/Mail Forwarding Fee: In the event that CITY requests CONTRACTOR to establish a local post office box for mail collection and forwarding, CITY will be billed for the actual costs of mail box rental, mail forwarding and postage fees. 4 Supply Fee: In the event that CITY requests changes to supplies which it has previously approved, CITY will be responsible for the actual costs associated with changing, replacing or discontinuing the use of the previously approved supplies. 5 Lock Box Fees: In the event that CITY 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 home solely by CITY E. Charges to Licensee (1) For purposes of this Agreement "Licensee" shall be defined as a person who obtains an animal license during the term of this Agreement. For purposes of this Agreement, the CITY agrees that CONTRACTOR may charge a One Dollar Ninety-five Cent ($1.95) Online Transaction Fee. This fee may be charged for each online transaction engaged in by a Licensee. (2) If CONTRACTOR establishes a depository account on behalf of City, CONTRACTOR shall be entitled to charge a cost -recovery fee of no more than twenty- five dollars ($25.00) to any individual who submits a check or payment which is not valid or otherwise returned for any reason 6. ADDITIONS/DELETIONS OF SERVICE CITY reserves the right to add and/or delete services to this Agreement subject to CONTRACTOR'S approval. Should additional services be required from this Agreement, prices for such additions will be negotiated between the CONTRACTOR and Animal Licenses Service Agreement October 2, 2012 Page 3 of 12 CITY Should a service requirement be deleted from this Agreement, no adjustments for such deletions will be made. 1 REPORTS Within 15 business days after the end of each calendar month during the term hereof, CONTRACTOR shall submit an animal licensing summary report to CITY The format of the report is to be mutually agreed upon and may be transmitted electronically or by any other means. S. PAYMENT CONTRACTOR shall deposit all animal license fees into a segregated bank account at its bank set up solely for the purpose of administering this contract. Within 15 business days after the end of each calendar month, CONTRACTOR shall remit fees for licenses sold to CITY via check, less all fees due the CONTRACTOR. Under this Agreement if in any given month, there are not enough funds to cover the CITY's fees due to CONTRACTOR, CONTRACTOR will deduct those fees from CITY's balance in the following month or months until fees are paid in full. In the event any animal license fees are paid directly to CITY by a citizen or veterinarian, CITY shall either forward these fees to the CONTRACTOR within fifteen business days or deposit these fees into its CITY account and report the collected fees to CONTRACTOR within fifteen business days. 9. TERM The initial term of this Agreement shall commence on the Commencement Date and shall expire at the end of the 24`x' month after the Commencement Date unless this Agreement is sooner terminated in accordance with the other provisions of this Agreement. Two twelve-month renewal options, at the then -prevailing market rates, may be exercised based on the mutual written agreement of both CONTRACTOR and CITY IMPORTANT TRANSITION PHASE CONTRACTOR plans to begin processing licenses 60 days after the date that the contract is executed provided that the following requirements are met by CITY 1 CONTRACTOR requires that CITY provide historical license data files ("Data') within 5 business days after the date that the contract is executed; 2. In addition, CONTRACTOR requires certain supplies, data, feedback, process information and approvals for such items as form designs ("Deliverables") in order for CONTRACTOR to begin servicing this contract in a timely manner. Deliverables will be Animal Licenses Service Agreement October 2, 2012 Page 4 of 12 requested throughout the 60 -day transition phase. CITY shall provide Deliverables within 5 business days from date of request. Provided, that CONTRACTOR will not be responsible for delays in implementing this Contract when those delays are caused by the City failing to provide Deliverables. The timetable in Exhibit A, "Scope of Services" with regards to processing time for data entry and tag mailings are contingent upon all Deliverables being provided to CONTRACTOR in a timely manner. 10. PERMITS CONTRACTOR shall obtain the necessary permits(s), if any, required by CITY or its governing ordinances and administrative regulations for the performance of the Services. CITY agrees to provide CONTRACTOR with a list of any and all such permits and to work with CONTRACTOR in good faith to aid it in obtaining any such permits in a timely fashion. 11. DATA OWNERSHIP & DATA TRANSFER CONTRACTOR agrees that it will not use personal data collected on behalf of CITY for any purposes other than for the performance of the Services and other purposes under this Agreement without the express written consent of CITY, except as provided in the Agreement or applicable laws. CONTRACTOR specifically agrees that it will not intentionally sell, transfer, or release personal data it has collected in fulfilling the terms of this Agreement to any third party CONTRACTOR agrees that any intentional sale, transfer or release of animal licensing data represents an event of default and CITY has the right to terminate this contract. In the event that this Agreement is terminated in accordance with Section 15 Termination, CONTRACTOR agrees to return and/or transfer all animal licensing data to CITY within ten (10) days after receiving payment in full at the completion of the final term of this Agreement. CONTRACTOR will provide licensing data to CITY in a readily -importable format. CONTRACTOR agrees that records it acquires or creates as a result of this Agreement are subject to Washington State's Public Records Act, Chapter 42.56 of the Revised Code of Washington ("PRA"). CONTRACTOR will not release any records, but will instead refer any person requesting data related to this Agreement to the Auburn City Clerk's Office. CONTRACTOR will respond to any request for records from the City within 5 working days. If CONTRACTOR believes that any records in its possession are exempt from disclosure under the PRA, it must notify the City Clerk of the basis for the exemption. If the exemption is based on trade secrets or proprietary information, CONTRACTOR agrees to defend indemnify, and hold the CITY harmless from all costs, including fines and attorneys fees, that the City may incur based on asserting those exemptions. Animal Licenses Service Agreement October 2, 2012 Page 5 of 12 12. INDEMNITY CONTRACTOR agrees to defend, indemnify and hold CITY, its officers, agents and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage or other harm for which recovery of damages is sought, suffered by any person or persons, that may arise out of or be occasioned by CONTRACTOR'S gross negligence, willful breach of this Agreement, willful misconduct or strict liability in the performance of the Services. In the event of joint and concurring responsibility of CONTRACTOR and CITY, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Washington. 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, to any other person or entity 13. COMPLIANCE WITH CODES CONTRACTOR shall, during the performance of the Services, comply with all codes and ordinances, as amended, applicable to the performance of the Services. 14. INSURANCE REQUIREMENTS In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance with a minimum combined single limit coverage of $1,000,000 per occurrence 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; (b) Workers Compensation coverage as required by the State of Texas; (c) Employee Dishonesty coverage with limits of $50,000. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish evidence of such coverage that requires forty-five (45) days written notice of policy lapse or cancellation or of a material change in policy terms. 15. TERMINATION 1) Termination for Cause. CITY may, at its option and without prejudice to any other remedy it may be entitled by law or in equity, or elsewhere under this Agreement, terminate further work under this Agreement due to a material default by CONTRACTOR in the performance of the Services under this Agreement but if and only if CONTRACTOR fails to cure the default within thirty (30) days after being given written notice of such default by CITY 2) Termination for Convenience. CITY may terminate this Agreement without cause upon ninety (90) days written notice to CONTRACTOR. CONTRACTOR may also terminate this Agreement without cause upon ninety (90) days written notice to CITY Animal Licenses Service Agreement October 2, 2012 Page 6 of 12 3) In the event of termination, CONTRACTOR will be paid for those licenses that are in process at the time this Agreement expires or as of the effective date of the termination, but CONTRACTOR will not be paid for any licenses that are not already in process after the effective termination date of the Agreement. CONTRACTOR will be paid for any supplies ordered before the date of the notice of termination. CONTRACTOR will be reimbursed for bank or other charges that accrue between the date of the notice of termination and the effective date of the termination. 16. UNFORESEEN CIRCUMSTANCES CONTRACTOR shall not be responsible for any delay or omission caused by natural disaster, war, civil disturbance, labor dispute or, other cause beyond CONTRACTOR's reasonable control, provided CONTRACTOR gives written notice to CITY of thecause of the delay or omission within ten (10) days after the occurrence of the event causing such delay or omission. 17 AUDIT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, during the term of this Agreement and for a period of three years following the term of this Agreement to audit the books and records of CONTRACTOR at CONTRACTOR'S place of business for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR may elect to maintain books, records and documents in an electronic format, in a database, on paper, or a combination of the aforementioned. After the termination of the contract, paper records and supporting documents will either he shipped to CITY or destroyed, at CITY'S option, at CITY'S expense. Records that relate to any litigation, appeals, or settlements of claims arising from performance under this Contract shall be made available until a final disposition has been made of such litigation, appeals, or claims. 18. NOTICES Any notice, payment, statement, or demand required or permitted to be given hereunder by either party to the other shall be effected by personal delivery in writing or by mail, postage prepaid. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three days after mailing. Notices for CITY shall be addressed to: Planning and Development Department Animal Licenses Service Agreement October 2, 2012 Page 7 of 12 ATTN Administrative and Business Services Manager City of Auburn 25 W Main Street, Auburn, WA 98001 Notices for CONTRACTOR shall be addressed to: Chris Richey, President PetData, Inc. PO Box 141929 Irving, TX 75014-1929 19. MISCELLANEOUS A. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for disputes about this Agreement shall be in Superior Court for King County, Washington or the Western District of Washington, as appropriate. B. Entire Agreement This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters herein; and except as otherwise provided herein, cannot be modified without the written agreement of the parties. C. 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. D. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. E. Successors and Assigns This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and, except as otherwise provided in this Agreement, their assigns. F Attorneys' Fees Animal Licenses Service Agreement October 2, 2012 Page 8 of 12 If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. G. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or officer of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. H. Waiver The parties agree that waiver by the other of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. I. Captions The captions to the various clauses of this Agreement are for information purposes only and shall not alter the substance of the terms and conditions of this Agreement. J 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 K. 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. L. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement Animal Licenses Service Agreement October 2, 2012 Page 9 of 12 acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY EXECUTED by CITY and by CONTRACTOR as of the date set forth below, CITY OF AUBURN PETDATA, INC. 74 o tM Io,11. Ii Pet B. Lewis, Mayor Date Chris Richey, President Date Petdata, Inc. Attest: _Danielle Daskam, City Clerk z Approved as to Form: Daniel B. Heid, City Attorney Animal Licenses Service Agreement October 2, 2012 Page 10 of 12 Exhibit A — Scope of Services 1 Manage the daily operations of animal licensing including the processing of licensing mail from pet owners, processing license sales and vaccination reports, entering licensing and vaccination data, providing customer service and depositing money 2. Provide veterinarians and other authorized registrars with reasonable quantities of supplies (reporting forms, vaccination certificates, citizen mailing envelopes, etc.) necessary to sell license tags and/or report information on citizens vaccinating their animals against rabies to the Animal License Program. Supplies are to be printed in one color with the design and layout to be determined by CONTRACTOR. CONTRACTOR is responsible for ordering license tags to CONTRACTOR'S specifications. The cost to purchase tags and to ship tags to CONTRACTOR and veterinarians and any authorized registrars will be paid directly by CONTRACTOR and CONTRACTOR will be reimbursed by CITY for the actual cost to purchase and to ship the tags. 3. Track monthly vaccination and/or sales reports from all veterinarians participating in animal licensing program and keep record of all tag inventories at authorized registrars. Provide this information to CITY as requested. Furthermore, CONTRACTOR will communicate directly with veterinarians as requested by CITY 4 Enter all new and renewal licenses into CONTRACTOR's proprietary database provided that all information has been submitted to CONTRACTOR in a complete and accurate format. 5 Process and mail license tags within ten business days after receipt of the licensing payment and complete documentation as required by local ordinance. 6. Issue replacement tags to citizens whose license tags have been lost, stolen or damaged. 7 Process rabies vaccination certificates on behalf of CITY and mail notices to those pet owners who vaccinated their pet(s) against rabies, but did not purchase license(s). 8. Mail renewal and reminder notices to pet owners who have a prior license. Mailing timetables are to be mutually agreed upon. 9 Deposit all receipts collected for pet licenses into a separate bank account set up solely for the purpose of managing ANIMAL SERVICES' animal licensing funds. CONTRACTOR will send license revenue less CONTRACTOR'S fees and bank fees to ANIMAL SERVICES within fifteen business days after the end of every month. Animal Licenses Service Agreement October 2, 2012 Page 11 of 12 10. Provide a monthly report of animals licensed. Format of report is to be mutually agreed upon. 11 Provide statistical reports as requested within a timely manner. Depending on the information requested, CONTRACTOR can provide most reports within five business days. 12. Provide access to licensing data online to appropriate personnel via CONTRACTOR's proprietary website, PetAccess, at no additional charge. 13 Respond to and communicate with animal control officer inquiries or animal owners' requests in a timely fashion. 14 Communicate with citizens by phone, mail or email as needed. 15 Comply with all state and local laws governing animal licensing. Animal Licenses Service Agreement October 2, 2012 Page 12 of 12 us (407 01.1 Agreement to Renew Animal Licensing Services Contract The undersigned parties agree to the renewal of the "Agreement for Animal Licensing Services", effective October 19, 2012 through October 19, 2014 per the terms described in Section 8 of the agreement executed on October 19, 2012 with the following modifications: Section 5. FEES CONTRACTOR shall receive base fees as follows: (a) $4.10 per license for a one-year license or a replacement tag. (b) $2.50 Collection Service Fee for each late fee collected during the term of this Agreement, if applicable. Executed this 12f1, day of 10I/L°M-16— 2015, by ANIMAL SERVICES and by CONTRACTOR. Section 9. TERM The first renewal term of this Agreement shall commence on October 19, 2014 and shall expire on October 19, 2016. Additional twelve-month renewal options, at the then - prevailing market rates, may be exercised based on the mutual acceptance of CONTRACTOR and CITY. CITY OF AUBURN By: • l uthoriz Afficial Date PETDA , INC By: �I . lz•1 S Christopher A. Richey Date President � t S WN93 01 SECOND AMENDMENT TO AGREEMENT FOR ANIMAL LICENSING SERVICES THIS SECOND AMENDMENT TO AGREEMENT FOR ANIMAL LICENSING S VICE (this "Amendment") is made and entered into this �d'w day of 20 b , by and between CITY OF AUBURN, a municipal corporation of the State of Washington ("CITY") and PETDATA, INC., a Texas for-profit corporation ("CONTRACTOR"). RECITALS: A. CITY and CONTRACTOR have previously entered into that certain Agreement for Animal Licensing Services having an Execution Date of October 19, 2012 (the "Agreement"). forth. B. CITY and CONTRACTOR desire to modify the Agreement as hereinafter set COVENANTS: NOW, THEREFORE, in consideration of the Recitals, which are true and correct and incorporated into the body of this Amendment by reference, and other good and valuable consideration, the receipt and total sufficiency of which are hereby acknowledged, CITY and CONTRACTOR hereby agree as follows: 1. Amendment to Section 5A. Clause 1) of Section 5A of the Agreement is hereby amended to read as follows: 1) $4.15 per license for a one-year license or a replacement tag. 2. Amendment to Section 9. Section 9 of the Agreement is hereby amended to read as follows: The second renewal term of this Agreement shall commence on October 19, 2016 and shall expire on October 19, 2018 unless this Agreement is sooner terminated in accordance with the other provisions of this Agreement. Additional 24 -month renewal options, at the then - prevailing market rates, may be exercised based on the mutual acceptance of CONTRACTOR and CITY. 3. ContinuingEffect. Except as expressly modified by the terms and provisions of this Amendment, each and every of the terms and provisions of the Agreement are unchanged SECOND AMENDMENT TO AGREEMENT FOR ANIMAL LICENSING SERVICES PAGE I and continued in full force and effect. The Agreement, as amended hereby, shall continue in full force and effect. 4. Parties Bound. This Amendment shall be binding upon the parties hereto and their respective successors and assigns. 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. It shall not be necessary for each party to sign all counterparts, and separate signature pages may be attached to any counterpart in order to make a complete counterpart. In any action or proceeding related to this Amendment, it shall not be necessary to produce or account for all counterparts. A signature to this Amendment that is made electronically or that is transmitted by facsimile, computer file, or other electronic means shall be fully binding as an original signature. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the date first above written. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW] SECOND AMENDMENT TO AGREEMENT FOR ANIMAL LICENSING SERVICES PAGE 2 CITY: CITY OF AUBURN By: Printed Name: Title: Attest: ?' Printed Name: Title: & % -/-y Approve as to form: Printed Name: e� Title: a Utf� CONTRACTOR: PETDATA, INC. a Texas for-profit corporation By: _ az( A &D Christopher A. Richey President SECOND AMENDMENT TO AGREEMENT FOR ANIMAL LICENSING SERVICES PAGE 3