HomeMy WebLinkAbout23S353-DOG TEAM PRO SOFTWARECONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
DogteamproCloud Application Services Agreement
DogTeamPro, Inc.
Matt Molter
support@dogteampro.com
Software used to track training for three of PD's K9s.
(Amendment 1; Extending term for one year)
$900 + $900 = $1,800
2 Years: 12/18/23-12/17/25
N/A
Matt Molter: matt@dogteampro.com
Kirsten Townsend: Kirsten@dogteampro.com
Information Technology
Larry Klingaman
N/A
23S353
#1
Yes
N/A
N/A
Department
-
No
Cumulative Total: $4,900
1/2/2024 Rene Sanchez
Docusign Envelope ID: D6BDA166-2AC7-4159-8254-4BBF39FC6608
Page 1 of 4
Revised: 10.31.23
AMENDMENT NO. 1 TO THE DOGTEAMPRO CLOUD APPLICATION
SERVICES AGREEMENT (23S353)
BETWEEN THE CITY PALM SPRINGS AND DOGTEAMPRO, INC.
1. Parties and Date.
This Amendment No. 1 to the DogTeamPro Cloud Application Services Agreement is made
and entered into as of this 6th day of January, 2025, by and between the City of Palm Springs
(“City”) and DogTeamPro, Inc., an Indiana Corporation with its principal place of business at
12175 Visionary Way #104 Fishers IN 46038 (“Contractor”). City and Contractor are sometimes
individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
“DogTeamPro Cloud Application Services Agreement” dated November 6th, 2023 (“Agreement”)
for the purpose of retaining the services of Contractor to provide DogTeamPro Cloud software
subscription for Palm Springs Police Department for an amount of $900 and a term of 12/18/2023 to
12/17/2024.
2.3 Amendment. The City and Contractor desire to amend the Agreement to extend the
term of services for one year and add additional compensation.
2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to the Section
7 of the Agreement.
3. Terms.
3.1 The term of this agreement is being extended by 1-year from 12/18/2024 through
12/17/2025, with additional compensation in the amount of $900.
“Exhibit A is attached hereto and incorporated herein by reference, for a new
term of 12/18/2024 to 12/17/2025 and a new not to exceed amount of $1,800.”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
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Page 2 of 4
Revised: 10.31.23
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: D6BDA166-2AC7-4159-8254-4BBF39FC6608
Page 3 of 4
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND DOGTEAMPRO, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _____________________________________ By: _________________________________________
Signature Signature (2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: D6BDA166-2AC7-4159-8254-4BBF39FC6608
1/17/2025 1/17/2025
1/17/2025
Page 4 of 4
Revised: 10.31.23
1-Year Renewal Invoice for Term 12/18/24 – 12/17/25
Docusign Envelope ID: D6BDA166-2AC7-4159-8254-4BBF39FC6608
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Dog Team Pro
DogTeamPro Inc
Matt Molter
support@dogteampro.com
Software used to track training for three of PD's K9s.
$900
12/19/23-12/19/24
N/a
Matt Molter: matt@dogteampro.com
Kirsten Townsend: Kirsten@dogteampro.com
Information Technology
Larry Klingaman
N/A
23S353
N/A
Yes
No
No
Department
No
Yes
Sole source attached.
Cumulative Total $4,000
10/23/23 Kendall Bradley
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
X
DogteamproCloud Application Services
Agreement
Last Updated: January 25, 2022
This Cloud Application Services Agreement (the Agreement) shall be effective between
Dogteampro, Inc. (Dogteampro), and the undersigned organization (Customer) as of the last
signature date in this Agreement (the Effective Date).
Dogteampro and the Customer are each a “Party” and collectively “Parties”. This Agreement
sets forth the terms and conditions for the purchase, delivery, use, and support of Dogteampro
software as a service (SaaS) subscription products and professional services (Services). In
consideration of this Agreement, the Parties agree as follows:
1.Services
1.1 Services. Dogteampro will (a) make the Services available to Customer and Customer’s
Users pursuant to this Agreement and any applicable Quote, (b) provide applicable standard
support for the Services (or such other level of support specified in the applicable Quote), (c)
use commercially reasonable efforts, using applicable current industry practices, to ensure the
Services do not contain or transmit any Malicious Code, and (d) use commercially reasonable
efforts to make the Services available 24 hours a day, 7 days a week, except for planned
downtime (of which Dogteampro will give advance notice).
1.2 Subscriptions. Unless otherwise provided in the applicable Quote, Services are purchased
as subscriptions. Any such modification to a subscription will be confirmed in writing by
Customer, and both Dogteampro and Customer shall be subject to the terms of this Agreement
with respect to the additional Users and any new Services purchased in connection with such
modification.
1.3 Customer Responsibilities. Customer will be responsible for (a) ensuring Customer and its
Users comply with terms and conditions of this Agreement, (b) the accuracy, quality and legality
of the Customer Data, the means by which the Customer obtained the Customer Data and
Customer’s use of the Customer Data in connection with the Services, (c) using reasonable
efforts to prevent unauthorized access to or use of Services, and provide prompt notice to
Dogteampro of any unauthorized access or use, (d) using the Services only in accordance with
this Agreement, any applicable laws and government regulations, and (e) maintaining the
security of end User logins and passwords and ensuring they are not shared by more than one
user.
1.4 Restrictions. Customer acknowledges Dogteampro’s exclusive and proprietary interest in the
Services. Customer will not, and will ensure its Users do not (a) make any of the Services
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available to anyone other than Users or use any Services for the benefit of anyone other than
Customer and its Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license,
sublicense, distribute, make available, rent or lease any of the Services, or include any of the
Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the
parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or
tortious material, or to store or transmit material in violation of the privacy rights, publicity rights,
copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit
Protected Health Information (PHI), unless otherwise agreed in writing by the parties, (e) use the
Services to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or
performance of the Services (including, without limitation, activities such as security penetration
tests, stress tests, and spamming activity), (g) attempt to gain unauthorized access to the
Services or its related systems or networks, (h) modify, copy, or create derivative works based
on the Services or any part, feature, function or user interface thereof, (i) access the Services
for the purpose of building, selling or marketing a competitive product or service or copying any
Dogteampro Technology, (n) disassemble, reverse engineer, or decompile the Services,
including Dogteampro Technology or otherwise attempt to obtain or perceive the source code of
Dogteampro Technology, or (o) use the Services in a manner which violates any applicable laws.
1.5 Infringing or Restricted Content. Dogteampro reserves the right to delete or disable content
stored, transmitted or published by Customer using the Services upon receipt of a bona fide
notification that such content infringes upon the Intellectual Property Rights of others, or if
Dogteampro otherwise reasonably believes any such content is in violation of Section 1.4.
1.6 Modifications to Services. The Services may be modified by Dogteampro from time to time
as it deems necessary to address changes in technology and the needs of its customers,
provided that any such modification will not significantly degrade the functionality of the Services
in any material manner. Dogteampro will notify Customer in advance of any material
modifications.
1.7 Third Party Services. The Services may permit Customer and its Users to access services
or content provided by third parties through the Services (“Third Party Services”). Customer
agrees that Dogteampro is not the original source and shall not be liable for any inaccuracies
contained in any content provided in a Third Party Services. Dogteampro makes no
representations, warranties or guarantees with respect to the Third Party Services or any content
contained therein. Dogteampro may discontinue access to any Third Party Services through the
Services, if the relevant agreement with the applicable third party no longer permits Dogteampro
to provide such access. If loss of access to any Third Party Services (to which Customer has a
subscription under this Agreement) occurs during a Subscription Term, Dogteampro will refund
to Customer any prepaid fees for such Third Party Services covering the remainder of the
Subscription Term.
1.8 Samples or Forms. The Software, Services, or Site may include sample forms, form
components, policies, procedures, checklists, training requirements, memoranda, letters, or
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
other documents, including financially or legally significant documents such as contracts and
other sample content (Example Content). This Example Content is provided solely as
examples, and the delivery and use of Example Content does not constitute legal, accounting,
or other professional advice. Under no circumstances will Dogteampro or its Affiliates be liable
for any loss or damages caused by Customer reliance on information or advice obtained through
its Services, including use of any of the Example Content. Customer is responsible for evaluating
the accuracy, completeness, or usefulness of any information, opinions, advice, forms, or other
Example Content available through Dogteampro Services.
2. Proprietary Rights and Licenses
2.1 Limited License to Use Services. Subject to the terms and conditions of this Agreement,
Dogteampro hereby grants to Customer a non-exclusive, non-transferable, limited, royalty-free
license, without right to sub-license, for the term of each Service Order, to access and use, and
to permit its Users to access and use, the Services, solely for Customer’s operations in its
ordinary course of business.
2.2 Limited License to Use Customer Data. Customer hereby grants to Dogteampro a non-
exclusive, non-transferable, limited, royalty-free license, without right to sub-license (except to its
sub-processors, as required for the provision of the Services), to aggregate, compile, transmit,
and otherwise use the Customer Data, as necessary to perform the Services, to create Statistical
Data and Anonymized Data for the purposes described in 2.3 below and as otherwise may be
agreed in writing by Customer.
2.3 Statistical Data and Anonymized Data. Dogteampro tracks and collects certain information
about how Users use the Services and uses the information collected to obtain general statistics
regarding the use of the Services and to evaluate how Users use and navigate the Services
(Statistical Data). Dogteampro may use Statistical Data for Dogteampro’s internal analytical
purposes, including the improvement and enhancement of the Services and Dogteampro’s other
offerings. At times, Dogteampro may review the Statistical Data of multiple customers and may
combine, in a non-personally-identifiable format, the Statistical Data with Statistical Data derived
from other customers and users to create aggregate, anonymized data regarding usage history
and statistics (Anonymized Data). Anonymized Data will not contain information that identifies or
could be used to identify Customer or its Users. Customer agrees that Anonymized Data is not
Confidential Information of Customer. Dogteampro may use Anonymized Data to create reports
that it may use and disclose for Dogteampro’s commercial or other purposes.
2.4 Reservation of Rights. No rights or licenses are granted except as expressly set forth herein.
Without limiting the foregoing, subject to the limited rights expressly granted in this Section 2, all
right, title and interest (including all related Intellectual Property Rights) in and to (a) the Services
and the Dogteampro Technology is retained by Dogteampro, and (b) the Customer Data is
retained by Customer.
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
2.5 Feedback and Volunteered Data. Customer grants Dogteampro a worldwide, perpetual,
irrevocable, royalty-free license to use, disclose, reproduce, license or otherwise distribute and
incorporate into the Services and the Dogteampro Technology any suggestions, enhancements,
recommendations, or other feedback provided by Customer or its Users related to Dogteampro
Services or Dogteampro Technology.
3.Fees
3.1 Fees. Customer will pay Dogteampro all fees specified in the applicable Quote. Except as
otherwise specified in this Agreement or in the applicable Quote, payment obligations are non-
cancelable, and fees paid are non-refundable, and quantities purchased cannot be decreased
during the relevant subscription term.
3.2 Payment Terms. Except as otherwise specified in the Quote, fees are billed annually in
advance of each year, but regardless of the billing cycle, Customer is responsible for the fees
for the applicable subscription term.
3.3 Taxes. The fees set forth in the Quote do not reflect any taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added, sales, use or
withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is
responsible for paying all Taxes associated with Customer’s purchase and use of Services,
excluding any taxes based upon Dogteampro’s personal property ownership or net income. If
Dogteampro has the legal obligation to pay or collect Taxes for which Customer is responsible
under this Section 3, Dogteampro will invoice Customer for, and Customer will promptly pay the
amount of such Taxes unless Customer provides Dogteampro with a valid tax exemption
certificate authorized by the appropriate taxing authority.
3.4 Suspension of Services. If any amount owing by Customer is more than 30 days overdue,
and Customer fails to pay the past due amount after Dogteampro has provided written notice
thereof, Dogteampro may, without limiting its other rights and remedies, suspend the Services
until such amounts are paid in full.
3.5 Payment Disputes. Dogteampro will not exercise its rights under Section 3.4 so long as
Customer is disputing the applicable charges reasonably and in good faith and is cooperating
diligently to resolve the dispute.
5.Confidentiality
5.1 Definition of Confidential Information. “Confidential Information” means non-public
information designated as confidential, or given the nature of the information or circumstances
surrounding disclosure, should reasonably be understood to be confidential.
5.2 Obligations. Each party will take reasonable measures to avoid disclosure, dissemination, or
unauthorized use of the other Party’s Confidential Information. Unless required by law, neither
Party will disclose Confidential Information.
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
6. Customer Data
6.1 Data Protection. Dogteampro will maintain administrative, physical, and technical
safeguards for the protection of the security, confidentiality and integrity of the Customer Data.
Those safeguards will include, but will not be limited to, measures for preventing access, use,
modification or disclosure of Customer Data by Dogteampro personnel except (a) to provide the
Services and prevent or address service or technical problems, (b) as compelled by applicable
law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it
is commercially reasonable for Dogteampro to rely upon the security processes and measures
utilized by Dogteampro’s cloud infrastructure providers.
6.2 Data Export, Retention and Destruction. Customer may export or delete Customer Data from
the Services at any time during a Subscription Term, using the existing features and functionality
of the Services. Customer is solely responsible for its data retention obligations with respect to
Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on
Dogteampro’s systems using the then existing features and functionality of the Services,
Dogteampro will, upon Customer’s written request, make the Customer Data available for export
by Customer or destroy the Customer Data. Except as otherwise required by applicable law,
Dogteampro will have no obligation to maintain or provide any Customer Data more than thirty
(30) days after the expiration or termination of this Agreement.
7. Term; Termination
7.1 Term of Agreement. Subject to earlier termination, and unless agreed in writing or in the
applicable Quote, this Agreement begins on the Effective Date and shall continue for a period of
twelve (12) months (Subscription Term). The Subscription Term will renew according to
renewals detailed in 7.3.
7.2 Termination for Breach. A party may terminate this Agreement or any Service Order (a) upon
30 days written notice to the other party of a material breach if such breach remains uncured at
the expiration of such period, or (b) if the other party becomes the subject of a petition in
bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment
for the benefit of creditors.
7.3 Subscription Term and Renewal. At least 30 days prior to the expiration of a Subscription
Term, Dogteampro will send a notice to the Customer of the pricing applicable to a renewal
subscription for a period equal to the expiring Subscription Term. Unless otherwise agreed in
writing or in the applicable Quote, Dogteampro reserves the right to increase the subscription
fees. The new Subscription Term shall be deemed to be effective if Customer (a) remits
payment to Dogteampro of the fees set forth in the invoice referencing the renewal, or (b) the
Customer or any of its Users access or use the Services after the expiration of the previous
Subscription Term.
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
7.4 Effect of Termination. Upon termination of this Agreement for any reason, Customer and its
Users will cease all use of the Services and, except for Dogteampro’s right to receive accrued
but unpaid fees and as provided in Section 10.11 (Survival), Section 1.4, and Section 5.2, all
rights and obligations of the parties hereunder will automatically cease.
7.5 Suspension. Dogteampro may suspend Customer’s or any User’s right to access or use any
portion of the Services if Dogteampro reasonably determines that Customer’s or Users’ use of
the Services (i) poses a security risk to the Services, Dogteampro or any third party, (ii) may
adversely impact the Services, or the networks or data of any other Dogteampro customer,
business partner or service provider, (iii) does not comply with this Agreement or applicable law,
or (iv) may subject Dogteampro or any third party to liability. Dogteampro will endeavor to provide
as much notice as is reasonably practicable under the circumstances, and to reinstate the
Services as soon as reasonably practicable following resolution of the issue.
7.6 Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local
law which makes Customer’s financial obligations under this Agreement contingent upon
sufficient appropriation of funds by the applicable legislature (or other appropriate governmental
body), and if such funds are not forthcoming or are insufficient due to failure of such appropriation,
then Customer will have the right to terminate the Agreement at no additional cost and with no
penalty by giving prior written notice documenting the lack of funding. Customer will provide at
least thirty (30) days advance written notice of such termination. Customer will use reasonable
efforts to ensure appropriated funds are available.
8. Representation and Warranties; Disclaimers
8.1 Dogteampro. Dogteampro represents and warrants that (a) it has the full power and authority
to enter into this Agreement, to perform its obligations under this Agreement, and to grant the
licenses and rights granted to Customer in this Agreement; (b) this Agreement is the legal, valid,
and binding obligation of Dogteampro; (c) it will comply with all applicable laws relating to its
performance and/or obligations under this Agreement; (d) it will perform the Services in
accordance with this Agreement in a timely, professional and workmanlike manner.
8.2 Customer. Customer represents and warrants that (a) it has the full power and authority to
enter into this Agreement, to perform its obligations under this Agreement, and to grant the
licenses and rights granted to Dogteampro; (b) this Agreement does not conflict with any other
contract or obligation to which it is a party or by which it is bound; and (c) it will comply with all
applicable laws relating to its performance and/or obligations under this Agreement.
8.3 Disclaimer of Implied Warranties. THE WARRANTIES SET FORTH IN SECTION 8.1 AND 8.2
ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY Dogteampro AND
CUSTOMER, HEREUNDER, RESPECTIVELY. EACH OF Dogteampro AND CUSTOMER
EXPRESSLY DISCLAIMS, AND THE OTHER PARTY HEREBY EXPRESSLY WAIVES, ALL
OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT MATTER
OF THIS AGREEMENT, INCLUDING THE SERVICES, EXPRESS OR IMPLIED,
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INCLUDING WARRANTIES OF , TITLE, NON-INFRINGEMENT, ERROR-FREE OPERATION,
UNINTERRUPTED ACCESS, THAT THE SERVICES ARE SECURE, OR THAT THE
SERVICES WILL BE AVAILABLE CONSTANTLY AND IN AN UNINTERRUPTED MANNER
AND ANY OTHER IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. IN ADDITION, ALL THIRD-PARTY OFFERINGS ARE
PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING
ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER.
Dogteampro MAKES NO WARRANTY THAT THE SERVICES WILL COMPLY WITH THE LAWS
(INCLUDING WITHOUT LIMITATION ANY LAWS RESPECTING DATA PRIVACY) OF ANY
JURISDICTION OUTSIDE OF THE UNITED STATES OF AMERICA.
9.Limitation of Liability.
9.1 Exclusion of Certain Claims. REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN
THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT
WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, COST OF COVER OR SUBSTITUTE SERVICES, PUNITIVE OR
EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
ARISING OUT OF THIS AGREEMENT, INCLUDING LOSS OF BUSINESS, REVENUE OR
ANTICIPATED PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ADDITION, Dogteampro SHALL NOT BE LIABLE FOR THE CRIMINAL
ACTS OF THIRD PARTIES.
9.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY
UNDER THIS AGREEMENT WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF
LIABILITY, EXCEED THE SUM OF ALL AMOUNTS REQUIRED TO BE PAID BY CUSTOMER
TO Dogteampro IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD
PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.
10.General Provisions
10.1 Entire Agreement. This Agreement, and attached Quote executed by Customer (or
deemed effective under Section 7.3) constitute the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede all prior or
contemporaneous written, electronic or oral communications, representations, agreements or
understandings between the parties with respect thereto. Any Service Order executed (or
deemed effective under Section 7.3) or amended, or any Subscription Term specified in any
Service Order which is renewed or otherwise extended, shall be subject to the terms and
conditions of this Agreement, as so modified or amended.
11.2 No Waiver. The failure of a party to enforce any right or provision in this Agreement will not
constitute a waiver of such right or provision.
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11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either party
except with prior written consent, which shall not be unreasonably withheld.
11.4 Severability. If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, such provision will be deemed stricken from the Agreement and the
remaining provisions of this Agreement will remain in full force and effect.
11.5 Relationship of Parties. No agency, partnership, joint venture, or employment is created as
a result of this Agreement and neither party has any authority of any kind to bind the other in any
respect whatsoever.
11.6 No Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
11.7 Notices. All notices under this Agreement will be in writing and will be deemed to have
been duly given (a) when received, if personally delivered; (b) when receipt is electronically
confirmed, if transmitted by facsimile or e-mail; (c) the day after it is sent, if sent for next day
delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or
registered mail, return receipt requested.
11.8 Force Majeure. Neither party will be liable for failure to perform its obligations hereunder,
except the obligation to make payment due, to the extent that it’s performance is prevented,
hindered or delayed as a result of strikes, riots, fires, explosions, acts of God, epidemics,
pandemics, acts of terrorism, war, governmental action, labor conditions, internet service
interruptions or slowdowns, vandalism or cyber-attacks, or any other cause beyond the
reasonable control of such party.
11.9 Electronic Signatures; Counterparts. Signatures and other express indications of
agreement sent by electronic means (facsimile or scanned and sent via e-mail or signed by
electronic signature service where legally permitted) will be deemed original signatures. This
Agreement may be signed in multiple counterparts, each of which will be deemed an original
and which will together constitute one agreement.
11.10 Survival. All sections of this Agreement which by their nature should survive termination
will survive termination, including, without limitation, accrued rights to payment,
acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty
disclaimers, and limitations of liability.
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11.11 Indemnification: Dogteampro will defend Customer against any claim, demand, suit or
proceeding made or brought against Customer by a third party resulting from Customer’s use
of the purchased services or alleging that any purchased service infringes or misappropriates
such third party’s intellectual property rights, and will indemnify Customer from any damages,
attorney fees and costs as a result of, or for amounts paid by Customer under a settlement
approved by Dogteampro, provided Customer (a) promptly gives Dogteampro written notice of
the Claim, (b) gives Dogteampro sole control of the defense and settlement of the Claim
(except that Dogteampro may not settle any Claim unless it unconditionally releases Customer
of all liability), and (c) gives Dogteampro all reasonable assistance. If Dogteampro receives
information about an infringement or misappropriation claim related to the services,
Dogteampro may in its discretion and at no cost to You (i) modify the services so that they are
no longer claimed to infringe or misappropriate, without breaching the Warranties above, (ii)
obtain a license for Customer’s continued use of those services in accordance with this
Agreement, or (iii) terminate Customer’s subscriptions for those services upon 30 days’ written
notice and refund Customer any prepaid fees covering the remainder of the term of the
terminated subscriptions.
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/A N/A
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
11/6/2023 11/6/2023
11/6/2023
PAYMENT ADVICE
To:Dogteampro
12175 Visionary Way #104
FISHERS IN 46038
1-855-575-4998
Customer Palm Springs Police Department
Invoice Number INV-0343
Amount Due 900.00
Due Date Dec 19, 2023
Amount Enclosed
Enter the amount you are paying above
Registered Office: 12175 Visionary Way #104, Fishers, IN, 46038, United States.
INVOICE
Palm Springs Police Department
Invoice Date
Oct 20, 2023
Invoice Number
INV-0343
Dogteampro
12175 Visionary Way #104
FISHERS IN 46038
1-855-575-4998
Description Quantity Unit Price Tax Amount USD
DogTeamPro annual subscription 3.00 300.00 Tax Exempt 900.00
Subtotal 900.00
TOTAL TAX 0.00
TOTAL USD 900.00
Due Date: Dec 19, 2023
The 12 month term starts upon invoice issue date for 1st year customers, and at the invoice "due date" for year 2 renewals and beyond.
View and pay online now
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877
To Whom It May Concern,
This letter is to confirm that Dogteampro,Inc.is the sole source provider of the Dogteampro K9
Tracking software,a cloud-hosted digital documentation system.
As a result of our investment in innovation and unique expertise working in the public safety
and technology fields,we have created a one of a kind solution.A few of the unique properties
of the system include:
1.Mobile App and Web Responsive interface design that allows users to interact with
the system on different devices and displays,including desktop,tablet,and mobile.
2.Dashboards and Simplified Reporting and other heads up information allow for
supervisors and handlers to see the current statistics for all K9s on the fly.
3.Unique User Workflow that allows each training and deployment log to be reviewed by
a supervisor and returned to the handler if corrections need to be made.
4.Customizable Fields enable users to tailor the system to their unique needs now and in
the future.
5.Automated Weather and Location Gathering that allows handlers and supervisors to
speed up data entry.
6.Built in Map Tracking Designer that allows handlers to use GPS to track trails
anywhere.
Our industry-specific expertise in both the technology and public safety fields puts us in a
unique position to develop such state-of-the-art solutions.As the original creator of
Dogteampro,we maintain all copyright privileges for the product and these products must be
purchased directly from the company.There are no agents or dealers authorized to represent
these products or that have any right to resell these products.
If you have any questions or need any additional information,please contact us directly at
contact@dogteampro.com.
Sincerely,
Matt Molter
Product Manager
Dogteampro,Inc.
www.dogteampro.com |(855)575-4998|contact@dogteampro.com
DocuSign Envelope ID: 803403C3-50F9-4C33-A4BC-A2652F4D1877