Loading...
HomeMy WebLinkAbout2023-11-06 I01F_01 Barkpass LLC Services Agreement for 2024AGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: November 6, 2023 AGENDA ITEM:Consideration of approval of a resolution approving Barkpass Master Service Agreement FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The Parks & Recreation Department uses Barkpass, LLC for online Trailside Dog Park passes. Barkpass is designed specifically to help manage the daily and annual passes sold. Staff recommends moving forward with the agreement for services for 2024 dog park passes. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $149 per month, with additional fees of 5% + 30¢ per transaction. COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: RECOMMENDATION: Approve Agreement. ATTACHMENTS: I. Proposed Resolution II. Barkpass LLC, Master Service Agreement PREPARED BY:Josh VandeKamp, Assistant Parks & Recreation Director REVIEWED BY: Steve Brick, City Attorney I1F1 THE CITY OF WAUKEE, IOWA RESOLUTION 2023- APPROVING BARKPASS MASTER SERVICE AGREEMENT IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Iowa is a duly organized municipality within Dallas County; AND, WHEREAS, on August 5, 2019, the Waukee City Council approved a Barkpass Software as a Service (SaaS) Agreement for the online sales, record keeping and management of dog park passes (Resolution #19-298); AND, WHEREAS, subsequent agreements with Barkpass have been approved by Waukee City Council; AND, WHEREAS, the Waukee Parks & Recreation Department is satisfied with the past work performed by Barkpass and recommends continuing to retain the services of Barkpass. NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council on this 6th day of November, 2023, that the Barkpass Master Service Agreement is hereby approved. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman Pierce R. Charles Bottenberg Chris Crone Larry R. Lyon Ben Sinclair MASTER SERVICE AGREEMENT This Master Service Agreement ("Agreement")is entered into on October 30,2023,between Barkpass,LLC,an Iowa Limited Liability Company,hereinafter referred to as "Barkpass",and the City of Waukee,a governmental entity located at 230 W.Hickman Road, Waukee,IA 50263,hereinafter referred to as "Client". BACKGROUND Barkpass offers dog park and pet licensing services to private organizations and municipalities.Such services are provided through a Software as a Service business model and is a cloud-hosted service designed for ease of use for pet owners to subscribe to and use the services provided.Client seeks to enter into an agreement with Barkpass to utilize the services for their dog park and licensing needs. 1.SERVICES 1.1 Services:Barkpass shall provide Client with its software-as-a-service ("SaaS")solution,allowing the management of subscriptions for pet owners desiring to utilize governmental resources (hereinafter referred to as the "Services"). 1.2 Terms of Service:The use of the service is governed by Terms of Service published at https://admin.barkpass.com/terms-of-service which are hereby incorporated by reference and updated from time to time (“TOS”).In the event of any conflict or inconsistency between the TOS and this Agreement,the terms of this Agreement shall prevail. 2.TERM AND TERMINATION 2.1 This Agreement will commence on the Effective Date and continue for twelve (12)months unless terminated earlier as provided herein. 2.2 This agreement shall auto renew every year until Client cancels. 2.3 This agreement may be terminated by either party providing written notice 30 days before auto-renewal or by mutual consent. 2.4 Should you or Barkpass terminate the agreement during the Term, you will receive an export of all citizen and pet data within 30 days of submitting written notice. 3.FEES 3.1 Fees for the Services are as set forth in Addendum A (“Fees”). Payment terms are net 30 days from the date of the invoice. 4.CONFIDENTIALITY AND THIRD-PARTY SERVICES 4.1 Confidential Information:Barkpass agrees to keep all confidential information they receive from the Client and its customers confidential,and to use it solely for the purpose of providing or receiving the Services. 4.2 Third-party Service Providers:Barkpass may utilize third-party service providers ("Service Providers")to deliver certain components of the Services.These Service Providers may require access to certain confidential information to fulfill their obligations. 4.2.1 Service Agreements:Barkpass ensures that all Service Providers are bound by service agreements that contain confidentiality provisions at least as protective as those set forth in this Agreement. Barkpass shall remain responsible for its Service Providers'compliance with such confidentiality provisions. 4.2.2 Data Sharing:Client acknowledges that,while all commercially reasonable efforts will be made to ensure the confidentiality of Client data,some data may be made available to Service Providers for the purpose of delivering Services or as otherwise described in this Agreement.Additionally,Barkpass may contact customers using the customer-provided information,either directly or through Service Providers,for purposes related to the delivery,improvement,or promotion of Services.Such contact will include means for customers to opt-out of future communications from Barkpass. 4.2.3 Sharing of Veterinary Records:Parties acknowledge that Service permits customers to voluntarily share personally identifiable information and veterinary records.Such sharing shall not be treated as Data Sharing under this Agreement. 4.3 Notification:In the event of a breach or suspected breach of confidentiality by a Service Provider,Barkpass will notify Client and take commercially reasonable steps to address and rectify such breach. Additional information can be found in Addendum B (“Notification of Breach”). 5.DATA PROTECTION AND INTELLECTUAL PROPERTY 5.1 Data Protection:Barkpass will implement and maintain appropriate technical and organizational measures to protect Client data against unauthorized access,destruction,or alteration. 5.2 Ownership:All intellectual property rights in and to the Services, including but not limited to software,algorithms,designs,graphics, text,and all other content,created,designed,developed,improved,or provided by Barkpass or its affiliates,licensors,or agents (collectively referred to as the "Barkpass IP"),will remain solely owned by Barkpass.Nothing in this Agreement will be construed as a transfer, assignment,or grant of any rights to any intellectual property of Barkpass,except for the limited rights expressly granted in this Agreement. 5.3 Acknowledgment:Client acknowledges and agrees that Barkpass holds all right,title,and interest to any and all intellectual property and proprietary rights throughout the world,and all rights not explicitly granted in this Agreement are reserved by Barkpass. 6.REPRESENTATIONS AND WARRANTIES 6.1 Affirmative Warranty:Barkpass represents and warrants that the Services will be provided in a professional manner consistent with industry standards and that the Services will be merchantable for the purposes explicitly defined in this Agreement. 6.2 Disclaimer of Warranties:Except for the warranty set forth in Section 6.1 above,Barkpass expressly disclaims all other warranties, whether express,implied,statutory,or otherwise,including,but not limited to,any implied warranties of fitness for a particular purpose, accuracy,and non-infringement.Barkpass does not warrant that the Services will meet all of Client ’s requirements or that the use of the Services will be uninterrupted or error-free. 6.3 Limitation on Remedies:The Client acknowledges and agrees that its sole remedy for any breach of the warranty set forth in Section 6.1 will be,at Barkpass's option,the re-provision of the nonconforming Services or a refund of the fees paid for such nonconforming Services. 6.4 Client Acknowledgment:The Client acknowledges that it has relied on no warranties other than the express warranty in Section 6.1 and that no warranties are made by any of Barkpass's suppliers. 7.LIMITATION OF LIABILITY 7.1 Neither party will be liable to the other for any lost profits or indirect,special,incidental,consequential,or punitive damages. 8.INDEMNIFICATION 8.1 Each party will indemnify,defend,and hold harmless the other party from and against any claims,losses,damages,liabilities, including attorney's fees and costs,arising out of or relating to the breach of their respective obligations under this Agreement. 9.FORCE MAJEURE 9.1 Neither party will be held liable for any failure or delay in performance due in whole or in part to any cause beyond their reasonable control,including but not limited to acts of God,natural disasters,wars,strikes,or shortages. 10.MISCELLANEOUS 10.1 This Agreement constitutes the entire agreement between the parties,and supersedes all prior discussions,negotiations,and agreements,whether oral or written.This Agreement may be amended only in writing signed by both parties. MASTER SERVICE AGREEMENT 10.2 This Agreement is governed by the laws of Iowa,without regard to its conflict of laws rules. 10.3 Any disputes arising from or relating to this Agreement will be resolved by arbitration in Dallas County,Iowa,in accordance with the rules of the American Arbitration Association. 10.4 If any portion of this Agreement is held invalid or unenforceable, the remaining portions shall continue in full force and effect. 10.5 Insurance coverage can be found in Addendum C (“Insurance”). IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the Effective Date. Barkpass,LLC By:_________________________________________ Name:Brianne Larson,Member Date:_______ By:_________________________________________ Name:Josh Larson,Member Date:_______ City of Waukee By:_________________________________________ Name:_______Title:______Date:_______ Addendum A Fees Fees to access the Barkpass Service are: ●Subscription fee of $149.00 per month,plus ●Transaction fee of 5%of the transaction amount and 30¢per transaction. ●A valid payment method must be kept on file to pay for incurred and recurring fees or an invoice can be sent to you for payment via check. ●Subscription fees are billed monthly or annually from the start of the Term.Transaction fees are processed at the time of the sale. ●Barkpass does not offer refunds. Addendum B Notification of Breach Barkpass agrees to notify you of any breach of information collected on behalf of your organization in performing this Agreement within three (3) business days of Barkpass becoming aware of such a breach,in alignment with Visa’s recommendations (VIS Supplemental Requirements,Version 5.0 (Global).Effective August 2016)regarding breach notification. Addendum C Insurance Barkpass shall procure,pay for,and maintain during the term of this Agreement: ●Commercial Liability Insurance with a minimum combined single limit coverage of $1,000,000 per occurrence,and a $1,000,000 General Aggregate Limit to cover cyber,privacy,and network security liability. ●Barkpass shall furnish evidence of such coverage to you and will provide 30 days’written notice of policy lapse or cancellation,or of a material change in policy terms. ●Barkpass does not own any vehicles.However,Barkpass does have coverage for non-owned vehicles under its commercial liability policy. Therefore,Barkpass does not carry and shall not be obligated to carry separate automobile liability coverage.