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HomeMy WebLinkAbout08 - Online Short -Term Rental Listing Audit ServicesTO: FROM CITY OF NEWPORT BEACH City Council Staff Report February 26, 2019 Agenda Item No. 8 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL Seimone Jurjis, Community Development Director - 949-644-3232, sjurjis@newportbeachca.gov PREPARED BY: John Murray, Acting Code Enforcement Supervisor, jmurray@newportbeachca.gov PHONE: 949-270-8137 TITLE: Amendment No. 4 to the Professional Services Agreement with Host Compliance LLC for Online Short -Term Rental Listing Audit Services ABSTRACT: Host Compliance LLC (Host Compliance) is an online short-term rental audit service that scans the 54 largest online vacation rental websites for unpermitted listings. The Code Enforcement and Revenue Divisions use their service for enforcement of short-term rentals. City staff is requesting the City Council consider approving Amendment No. 4 (Attachment A) to the Professional Services Agreement to continue the service. The amendment will increase the contract amount by $90,000 to a total contract amount of $210,00 and extend the term of the agreement for an additional 12 months to June 30, 2020. RECOMMENDATION: a) Determine this action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because this action will not result in a physical change to the environment, directly or indirectly; and b) Approve Amendment No. 4 to the Professional Services Agreement and authorize the Mayor and City Clerk to execute the agreement. FUNDING REQUIREMENTS: The current adopted budget for FY 2018/19 includes sufficient funding for $25,000 of the increased contract amount. It will be expensed to the Building Professional Services account in the Community Development Department, 0105042-811008. The proposed budget for FY 2019/20 will include funding for the remaining $65,000, which will be expensed to the Code Enforcement Professional Services account in the Community Development Department, 01050503-811008. Expenses are offset by revenue collected from enforcement action. Host Compliance service has generated over $100,000 in revenue from enforcement action for the 2018 calendar year. F.'s Amendment No. 4 to the Professional Services Agreement with Host Compliance LLC for Online Short -Term Rental Listing Audit Services February 26, 2019 Page 2 DISCUSSION: The City of Newport Beach Municipal Code Section 5.95.020 allows short-term rentals (less than 30 days) of homes located in Residential R-2 (maximum of two dwelling units per site) zones in the city, with a valid Newport Beach business license, short-term rental permit, and payment of 10% transient occupancy tax. As of January 16, 2019, the City has 1,384 active short-term rental permits. Host Compliance has provided an online short-term rental audit service to the City since April 2017 (Attachment B). They scan the world's 54 largest vacation rental websites and notify City staff of unpermitted listings. Utilizing Host Compliance LLC's services allows city staff to focus on taking enforcement action rather than spending time searching websites for unpermitted listings. Host Compliance notifies staff as irregularities are discovered. Staff takes the search results and assists permitted owners in permitted areas in obtaining the proper permits and takes enforcement action against illegal listings. The current contract limit of $120,000 has been reached, therefore staff is requesting City Council considering approving Amendment No. 4 to the PSA so that services may continue. Amendment No. 4 includes an increase in the contract amount of $90,000, bringing the total contract amount to $210,000. If Amendment No. 4 is approved, City staff will begin the Request for Proposal process to ensure that these services are bid out competitively for the next term following this amendment. Contract History The following is a summary of the PSA and executed amendments: Contract Version Date Executed Total Contract Amount PSA Executed April 2, 2017 $62,500 Amendment No. 1 Aril 30, 2018 $93,750 Amendment No. 2 October 30, 2018 $93,750 Amendment No. 3 December 18, 2018 $120,000 *Amendment No. 4 N/A $210,000 *Proposed for City Council consideration Amendment No. 4 to the Professional Services Agreement with Host Compliance LLC for Online Short -Term Rental Listing Audit Services February 26, 2019 Page 3 ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Amendment No. 4 Attachment B — Professional Services Agreement with Host Compliance LLC Attachment C — Amendment No. 1 Attachment D — Amendment No. 2 Attachment E — Amendment No. 3 W* Attachment A Amendment No. Four to Professional Services Agreement with Host Compliance LLC for Online Short -Term Rental Listing Audit Service AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT WITH HOST COMPLIANCE LLC FOR ONLINE SHORT-TERM RENTAL LISTING AUDIT SERVICE THIS AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Four") is made and entered into as of this 26th day of February, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HOST COMPLIANCE LLC, a Delaware limited liability company ("Consultant"), whose address is 1037 NE 65th St., #81158, Seattle Washington 98115, and is made with reference to the following: RECITALS A. On March 24, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide Online Short -Term Rental Listing Audit Service ("Project"). B. On March 23, 2018, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional Services not included in the Agreement, to increase the total compensation, update the Administration section, and update the Legal Notices information. C. On September 24, 2018, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to extend the term of the Agreement to June 30, 2019, and to update Consultant's notice provision. D. On November 26, 2018, City and Consultant entered into Amendment No. Three to the Agreement ("Amendment No. Three") to increase the total compensation based on the volume of Work. E. The parties desire to enter into this Amendment No. Four to extend the term of the Agreement to June 30, 2020, and to increase the total compensation based on the volume of Work. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2020, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - EM exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred Ten Thousand Dollars and 001100 ($210,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees, in an amount not to exceed Ninety Thousand Dollars and 001100 ($90,000.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Host Compliance LLC Page 2 8-6 IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below_ APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:(, f By - Aaron C. Harp PW ;.•SA'i City Attorney ATTEST: Date: By: Leilani 1. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Diane B. Dixon Mayor CONSULTANT: Host Compliance LLC, a Delaware limited liability company Date - By: Ulrik Binzer President and Chief Executive Officer [END OF SIGNATURES] Host Compliance LLC Page 3 8-7 Attachment B Professional Services Agreement with Host Compliance LLC :: 0 \A PROFESSIONAL SERVICES AGREEMENT 3"' WITH HOST COMPLIANCE FOR I ONLINE SHORT TERM RENTAL LISTING AUDIT SERVICE V THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 24th day of March, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HOST COMPLIANCE, LLC a Delaware limited liability company ("Consultant'), whose address is 735 Market Street, Floor 4, San Francisco CA 94103, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide Online Short Term Rental Listing Audit Service ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on March 24, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. Consultant will not need to appear on site for this contract. 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to M- = completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Sixty Two Thousand Five Hundred Dollars and 001100 ($62,500.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Host Compliance Page 2 O Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Ulrik Binzer to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Manager's Office. City's Assistant to the City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. Host Compliance Page 3 8-11 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant Host Compliance Page 4 8-12 shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. Host Compliance Page 5 8-13 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall. not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Host Compliance Page 6 ME 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. Host Compliance Page T 8-15 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Rob Houston City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Ulrik Binzer Host Compliance 735 Market Street, Floor 4 San Francisco CA 94103 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set Host Compliance Page 8 EM forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. Host Compliance Page 9 8-17 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Host Compliance Page 10 MM IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: j In AaronHarp CityX tor ney CITY OF NEWPORT BEACH, a California municipal corporation Date: 4) 10l lq �- By: L, o3 22.Dave'10 e" City Manager ATTEST: CONSULTANT: Host Compliance, a LLC Date: Date: ( / By:By: AAAA,�n' Leilani I. Brown Ulrik Binzer City Clerk President & CEO [END OF SIGNATURES] Attachments: -"O'NEWiibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Host Compliance Page 11 8-19 EXHIBIT A SCOPE OF SERVICES Consultant will not need to appear on site for this contract. Trend Monitoring Monthly email -delivered report and live web -delivered dashboard with aggregate statistics on the short-term rental activity in City of Newport Beach's jurisdiction: • Active monitoring of jurisdiction's short-term rental listings across 21+ STIR websites • Monthly analysis of jurisdiction's STIR activity scale, scope and trends Address Identification Monthly email -delivered report and live web -delivered dashboard with complete address information and screenshots of all identifiable STRs in City of Newport Beach's jurisdiction: • Up-to-date list of jurisdiction's active STIR listings • High resolution screenshots of all active listings (captured weekly) • Full address and contact information for all identifiable STRs in jurisdiction • All available listing and contact information for non -identifiable STRs in jurisdiction • All identified listings will be categorized into zones and grandfathered R-1 sites • All identified listings will be matched to permits when applicable and for the ones that have permits the permit number will be indicated Compliance Monitoring Light Ongoing monitoring of the short-term rentals operating in City of Newport Beach's jurisdiction for zoning and permit compliance coupled with systematic outreach to non- compliant short-term rental property owners (using City of Newport Beach's form letters) • Ongoing cross-referencing of STR address database with the City's permit and zoning databases • Up-to-date list of STRs operating illegally or without the proper permits • Monthly staff report on jurisdiction's zoning and permit compliance Host Compliance Page A-1 M EXHIBIT B SCHEDULE OF BILLING RATES Monthly Service Price: $5,208.00 Total Contract Amount Not To Exceed: $62,500 Note: Above pricing assumes 2208 short-term rental listings in City of Newport Beach's Jurisdiction. Host Compliance Page B-1 8-21 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers._ All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Re uirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Host Compliance Page C-1 8-22 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subroation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Host Compliance Page C-2 8-23 Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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 the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Host Compliance Page C-3 RM CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach.'` Date Received: 4114117 Dept./Contact Received From: Jenny Date Completed: 5115117 Sent to: Jenny By: Alicia Company/Person required to have certificate: HOST Compliance Type of contract: 1. GENERAL LIABILITY EFFECTIVEIEXPI RATION DATE: 5/25/16-5/25117 A. INSURANCE COMPANY: Sentinel Insurance Company, Ltd. EFFECTIVE/EXPIRATION DATE: 5/25/16-5/25/17 B. AM BEST RATING (A-: VII or greater): A+: XV INSURANCE COMPANY: Sentinel Insurance Company, Ltd C. ADMITTED Company (Must be California Admitted): AM BEST RATING (A-: VII or greater) A=: XV Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2M/4M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must UM, $2M min for Waste Haulers): What is limits provided? 2M include): Is it included? (completed Operations status does LIMITS Waiver of Auto Insurance I Proof of coverage (if individual) not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND PRIMARY & NON-CONTRIBUTORY WORDING (For Waste COMPLETED OPERATIONS ENDORSEMENT (completed Haulers only): ® N/A ❑ Yes ❑ No Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H, ADDITIONAL INSURED WORDING TO INCLUDE (The City NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION? (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® NIA ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No Il. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 5/25/16-5/25/17 A. INSURANCE COMPANY: Sentinel Insurance Company, Ltd B. AM BEST RATING (A-: VII or greater) A=: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 2M E LIMITS Waiver of Auto Insurance I Proof of coverage (if individual) (What is limits provided?) NIA F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No 8-25 III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 5125/16-5125/17 A. INSURANCE COMPANY: Trumbull Insurance Co. B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV_ PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 5/15/17 Date ® Yes ❑ No ® Yes ❑ No 1M ® Yes ❑ No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ®N/A El Yes ❑No ® NIA ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ NIA ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. 8-26 Attachment C Amendment No. 1 to Professional Services Agreement with Host Compliance LLC 8-27 0 l,10 03 Z cc Q ME, AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH HOST COMPLIANCE FOR ONLINE SHORT TERM RENTAL LISTING AUDIT SERVICE THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 23rd day of March, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HOST COMPLIANCE, a Delaware limited liability company ("Consultant"), whose address is 735 Market Street, Floor 4, San Francisco, California 94103, and is made with reference to the following: RECITALS A. On March 24, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide Online Short Term Rental Listing Audit Service ("Project"). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to September 24, 2018, to reflect additional Services not included in the Agreement, to increase the total compensation, update the Administration section, and update the Legal Notices information. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows.- TERM ollows: TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on September 24, 2018, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be amended in its entirety and replaced with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Ninety Three Thousand Seven Hundred Fifty Dollars and 001100 ($93,750.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." - The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, Host Compliance Page 1 8-28 including all reimbursable items and subconsultant fees, in an amount not to exceed Thirty One Thousand Two Hundred Fifty Dollars and 001100 ($31,250.00). 3. ADMINISTRATION Section 6 of the Agreement is amended in its entirety and replaced with the following: "This Agreement will be administered by the Community Development Department. City's Community Development Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement." 4. NOTICES Section 25.2 shall be amended in its entirety and replaced with the following: "25.2 All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: Aftn: Community Development Director City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658" 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Host Compliance Page 2 8-29 IN WITNESS WHEREOF, the paftres have caused this Amendrnent No. One To be executed on the dates wniten holow, APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:_ /d.(� By.- Aaron y:Aaron C. Harp o3�s City Attorney" ATTEST: j Date. L 1. X CITY OF NEWPORT BEACH, a California municipal corporation Date: 3I z71 1% By: CL Dave City Manager CONSULTANT: Host Compliance, a Delaw�r� liniged liability company By. U16k Binzer President & CEO ND OF SIGNATURES] Attachments: Mbit B — Schedule of Billing Rates Host Compliance Page 3 8-30 EXHIBIT B SCHEDULE OF BILLING RATES Monthly Service Price: $5,208.00 Total Contract Amount Not To Exceed: $93,750.00 Note: Above pricing assumes 2208 short-term rental listings in City of Newport Beach's jurisdiction. Host Compliance Page B-1 8-31 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/13/17 Dept./Contact Received From: Jenny Date Completed: 6/27/17 Sent to: Jenny By: Alicia Company/Person required to have certificate: HOST Compliance Type of contract.- 1. ontract: 1. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 5125/17-5/25/18 A. INSURANCE COMPANY: Sentinel Insurance Company, Ltd. B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? 2NV4M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N NIA ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 5/25/17-5/25/18 A. INSURANCE COMPANY: Sentinel Insurance Company. I...td B. AM BEST RATING (A-: VII or greater) A+: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste N/A ® Yes ❑ No Haulers only): N N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes N No H. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No 8-32 WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 5125117-5125118 A. INSURANCE COMPANY: Trumbull Insurance Co. B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO WHICH ITEMS NEED TO BE COMPLETED? Approved: a;,,� I Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 6127117 Date ® Yes ❑ No ® Yes ❑ No 1M ® Yes ❑ No ® NIA ❑ Yes ❑ No ❑ NIA ® Yes ❑ No ® NIA ❑ Yes ❑ No ® NIA ❑ Yes ❑ No ® NIA ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ NIA ❑ Yes ❑ No Reason for Risk Management approvallexception/waiver: Approved: Risk Management * Subject to the terms of the contract. Date 8-33 Attachment D Amendment No. 2 to Professional Services Agreement with Host Compliance LLC 1 �4 v i �n AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT C1 WITH HOST COMPLIANCE LLC FOR ONLINE SHORT TERM RENTAL LISTING AUDIT SERVICE THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 24th day of September, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HOST COMPLIANCE LLC, a Delaware limited liability company ("Consultant"), whose address is 1037 NE 65th Street, #81158, Seattle, Washington 98115, and is made with reference to the following: RECITALS A. On March 24, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide Online Short Term Rental Listing Audit Service ("Project"). B. On March 23, 2018, City and Consultant entered into Amendment No. One to extend the term of the Agreement to September 24, 2018, to reflect additional Services not included in the Agreement, to increase the total compensation, update the Administration section, and update the Legal Notices information. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to June 30, 2019, and to update Consultant's notice provision. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2019, unless terminated earlier as set forth herein." 2. NOTICES Section 25.3 of the Agreement is amended in its entirety and replaced with the following: "All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Ulrik Binzer Host Compliance LLC 1037 NE 65th Street, #81158 Seattle, Washington 98115' Host Compliance LLC Page 1 8-35 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Host Compliance LLC Page 2 8-36 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: l2/.2T-2 By: aron C. Harp W�wto.g{6 City Attorney ATTEST: MADate: BrownBy- A4mvv j F 6nnc_� Leilani 1. City Clerk CITY OF NEWPORT BEACH, a California munipal corporation Date: 10/3 L 0l e) By: 'S.'� J""' A. Seimone Jurj'is Community Deve pppm6rnt Director CONSULTANT: Host Compliance, Delaware limited liability company Date: Signed in Counterpart By: Ulrik Binzer President & Chief Executive Officer [END OF SIGNATURES] a Host Compliance LLC Page 3 8-37 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: aron C. Harp WWtc•14b City Attorney ATTEST: Date: By: Leilani 1. Brown City Clerk Host Compliance LLC CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Seimone Jurjis Community Development Director CONSULTANT: Host Compliance, Delaware limited liability company Date: 1�By: Ulrik binzer " President & Chief Executive Officer [END OF SIGNATURES] a Page 3 8-38 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 10/31/18 Dept./Contact Received From: Brittany Date Completed: l 1/2/18 Sent to: Brittany By: Jan Company/Person required to have certificate: HOST Compliance Type of contract: GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 5/25/18 - 5/25/19 A. INSURANCE COMPANY: Sentinel Insurance Company, Ltd. B. AM BEST RATING (A-: VII or greater): A+ / XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $2M/$4M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does N/A not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ® NIA ❑ Yes ❑ No COMPLETED OPERATIONS ENDORSEMENT (completed ❑ NIA ® Yes ❑ No Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 5/25/18 - 5/25119 A. INSURANCE COMPANY: Sentinel Insurance Company, Ltd B. AM BEST RATING (A-: VII or greater) A+/XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $2,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® NIA ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ NIA ® Yes ❑ No H. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No 8-39 WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 5125118 - 5125119 A. INSURANCE COMPANY: Trumbull Insurance Co. B. AM BEST RATING (A-: VII or greater): A+/XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 1112118 Date ® Yes ❑ No ® Yes ❑ No $1,000,000 ® Yes ❑ No ® NIA ❑ Yes ❑ No ❑ NIA ® Yes ❑ No ® NIA ❑ Yes ❑ No ® NIA ❑ Yes ❑ No ® NIA ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than Self Insured Retention or Deductible greater than $ ) ❑ NIA ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract. ,oI ACORN® CERTIFICATE OF LIABILITY INSURANCE DATE (MMfDDIYYYY) ��. 10/30/2018 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 CONTNAME: Tyler Chalk Embroker Insurance Services LLC tvc HONEAX (844)436-2765 (AJC, No): 24 5hotwell St. nI DRIESS: certificates@embrokercom INSURER(S) AFFORDING COVERAGE NAIC # San Francisco CA 94103 INSURER A: Sentinel Insurance Company, LTD 11000 INSURER B : Travelers Property Casualty Company Of America 25674 INSURED Host Compliance LLC INSURE=R C : Trumbull Insurance Company 27120 INSURER D: Ace American Insurance Company 22667 735 Market St, Floor 4, INSURER E: San Francisco CA 94103 INSURER F : COVERAGES CERTIFICATE NUMBER: 1607 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POL[ciFS 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. IR TYPE OF INSURANCE NS13 5U 0 POLICY NUMBER MMIDDYIYYYY MMIDDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 �/ DAMAGE TC RENTED CLAIMS -MADE I X I OCCUR PREMISES (Ea occurrence) S 1,000,000 MED EXP (Any one person) S 10,000 A _ Y Y 57SBAU05147 05/25/2018 05/25/2019 PERSONAL & ADV INJURY 5 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 41000,000 X POLICY I PRO- IJECT LOC PRODUCTS - COMPloP AGG 5 4,000,000 OTHER' S ....._...___ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (En acoden)Z S 2,000,000 ANY AUTO BODILY INJURY (Per person} 5 A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y 57SBAU05747 05/25/2018 05/25/2019 BODILY INJURY (Per accidenl) S _ _ XHIRED X NON -OWNED PROPERTY DAMAGE S AUTOS ONLY /�_ AUTOS ONLY (Per accident)_ _ S X UMBRELLA LIAB X_ OCCUR EACH OCCURRENCE _ 5 3,000,000 B EXCESS LIAB CLAIMS -MADE_ ZUP41M88905 12/15/2017 12/15/2018 AGGREGATE 5 3,000,000 DE❑ X RETENTION S 10000 5 WORKERS COMPENSATION V PER OTH. AND EMPLOYERS' LIABILITY YIN /� STATUTE - ER _ ANYPROPRIETOWPARTNER/EXECUTIVEE.L. EACH ACCIDENT S 1,000,000 C OFFICERlMEMBEREXCLUDED? LN NIA Y 57WECAR1436 05/25/2018 05/25/2019 -- -- — (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE 5 1,000,000 If yes, describe under r -- DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 5 1,000,000 D Cyber Liability G26775292003 05/25/2018 05/25/2019 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 191, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as an additional insured with respect to the general liability and auto liability policy on a primary non-contributory basis as required by written contract. A waiver of subrogation applies to the additional insured with respect to the general liability, auto liability and workers compensation policy as required by written contract- For more information on General & Auto Liability Additional Insured please see clause Item #6 on page 12, For more information on General & Auto Liability Primary Non -Contributory please see Item #7 B — Page 18, For more information on General & Auto Liability Waiver of Subrogation please see Item 8 B on Page 18, For more information on Work Comp Waiver of Subrogation Page 26 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Newport Beach ACCORDANCE WITH THE POLICY PROVISIONS, 100 Civic Center Drive AUTHORIZED REPRESENTATIVE Newport Beach CA 92660 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 8-41 Attachment E Amendment No. 3 to Professional Services Agreement with Host Compliance LLC W I AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT WITH HOST COMPLIANCE LLC FOR ONLINE SHORT-TERM RENTAL LISTING AUDIT SERVICE THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Three") is made and entered into as of this 26th day of November, 2018 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and HOST COMPLIANCE LLC, a Delaware limited liability company ("Consultant"), whose address is 1037 NE 65th Street, #81158, Seattle Washington 98115, and is made with reference to the following: RECITALS A. On March 24, 2017, City and Consultant entered into a Professional Services Agreement ("Agreement") for Consultant to provide Online Short -Term Rental Listing Audit Service ("Project"). B. On March 23, 2018, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional Services not included in the Agreement, to increase the total compensation, update the Administration section, and update the Legal Notices information. C. On September 24, 2018, City and Consultant entered into Amendment No. Two to the Agreement ("Amendment No. Two") to extend the term of the Agreement to June 30, 2019, and to update Consultant's notice provision. D. The parties desire to enter into this Amendment No. Three to increase the total compensation based on the volume of Work. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars and 001100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Three, 8-43 including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Six Thousand, Two Hundred Fifty Dollars and 001100 ($26,250.00). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Host Compliance LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 12-/s"ll8' By: Aaron C. Harp PAW tt•Lo•t� City Attorney ATTEST: Q Date: / Owl f r rt�By: /5�_ Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Califor3-0-N munici al corporation Date: By: UGr K. Leung Ci Manager CONSULTANT: Host Compliance LLC, a Delaware limited liability company Date: Signed in Counterpart By: Ulrik Binzer President and Chief Executive Officer [END OF SIGNATURES] Host Compliance LLC Page 3 8-45 IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a Califor_i municipal corporation Date: Date:-�i By:By: Aaron C. Harp Gr K. Leung City Attorney Ci Manager ATTEST: CONSULTANT: Host Compliance LLC, a Date: Delaware limited liability company Date: By: By; � �_L Leilani I. Brown Ulrik Ai -&J City Clerk President and Chief Executive Officer [END OF SIGNATURES] Host Compliance LLC Page 3 i