HomeMy WebLinkAbout581656 HOST COMPLIANCE LLC - CONTRACT - AGREEMENT MISC - HOST COMPLIANCE LLCHOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 1 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
Host Compliance Services Agreement
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of March 31, 2018 (the "Effective Date"),
between Host Compliance LLC, ("Host Compliance") and City of Fort Collins, with an address at 300 LaPorte
Avenue, PO Box 580, Fort Collins, CO 80522 (the "Customer"). This Agreement sets forth the terms and conditions
under which Host Compliance agrees to license to Customer certain hosted software and provide all other services
necessary for Customer's productive use of such software (the "Services") as further described in the attached
Schedule 1.
1.0 Services.
1.1 Subscriptions. Unless otherwise provided in the attached Schedule 1, (a) Services are purchased as
subscriptions, (b) additional service subscriptions may be added during a subscription term, with the
pricing for such additional services, prorated for the portion of that subscription term remaining at the
time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as
the underlying subscription.
1.2 Provision of Services. Customer and Customer's end-users ("End Users") may access and use the
Services and any other Services that may be ordered by the Customer from time to time pursuant to a
valid subscription in accordance with the terms of this Agreement.
1.3 Facilities and Data Processing. Host Compliance will use, at a minimum, industry standard technical
and organizational security measures to store data provided by Customer, or obtained by Customer
through the use of the Services ("Customer Data"). These measures are designed to protect the
integrity of Customer Data and guard against unauthorized or unlawful access.
1.4 Modifications to the Services. Host Compliance may update the Services from time to time. If Host
Compliance updates the Services in a manner that materially changes functionality, Host Compliance
will inform the Customer.
2.0 Customer Obligations.
2.1 Customer Administration of the Services. Host Compliance' responsibilities do not extend to internal
management or administration of the Services. Customer is responsible for: (i) maintaining the
confidentiality of passwords and accounts; (ii) managing access to Administrator accounts designated
by Customer; and (iii) ensuring that Administrators' use of the Services complies with this Agreement.
2.2 Compliance. Customer is responsible for use of the Services and will comply with laws and regulations
applicable to customer's use of the Services, if any.
2.3 Unauthorized Use & Access. Customer will use reasonable care to prevent unauthorized use of the
Services and terminate any known unauthorized use of or access to the Services. Customer will
promptly notify Host Compliance of any known unauthorized use of or access to the Services.
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 2 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
2.4 Restricted Uses. Customer will not and will use reasonable care to ensure that its End Users do not: (i)
sell, resell, or lease the Services; or (ii) reverse engineer or attempt to reverse engineer the Services,
nor assist anyone else to do so.
2.5 Third Party Requests.
2.5.1 "Third Party Request" means a request from a third party for records relating to Customer's
or an End User's use of the Services including information regarding an End User. Third
Party Requests may include valid search warrants, court orders, or subpoenas, or any other
request for which there is written consent from End Users permitting a disclosure.
2.5.2 Customer is responsible for responding to Third Party Requests in accordance with
applicable law. Host Compliance acknowledges the Customer is a governmental entity
subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (the “CORA”) and
that documents related to this Agreement and services provided hereunder may be
considered public records subject to disclosure under the CORA. Customer will seek to
obtain information required to respond to Third Party Requests and will contact Host
Compliance only if it cannot obtain such information despite reasonable efforts.
2.5.3 If Host Compliance receives a Third Party Request, Host Compliance will make reasonable
efforts to: (A) promptly notify Customer of Host Compliance's receipt of a Third Party
Request; and (B) provide Customer with information or tools requested by Customer to
respond to the Third Party Request. If Customer fails to promptly respond to any Third
Party Request, then Host Compliance may, but will not be obligated to do so, and must
consult with Customer prior to responding.
2.5.4 If Customer receives a Third Party Request for access to the Services, or descriptions,
drawings, images or videos of the Services' user interface, Customer will make reasonable
efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A)
promptly notify Host Compliance of Customer's receipt of such Third Party Request; (B)
confer with Host Compliance's reasonable requests regarding responding to the Third Party
Request; and (C) provide Host Compliance with information required for Host Compliance to
respond to the Third Party Request. If Host Compliance fails to promptly respond to any
Third Party Request, then Customer may, but will not be obligated to do so.
3.0 Intellectual Property Rights; Confidentiality
3.1 Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Host
Compliance any Intellectual Property Rights in the Customer Data or (ii) Customer any Intellectual
Property Rights in the Services, any other products or offerings of Host Compliance, Host Compliance
trademarks and brand features, or any improvements, modifications or derivative works of any of the
foregoing. "Intellectual Property Rights" means current and future worldwide rights under patents,
copyright, trade secret, trademark, moral rights and other similar rights.
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 3 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
3.2 Suggestions. Host Compliance may, at its discretion and for any purpose, use, modify, and incorporate
into its products and services, and license and sub-license, any feedback, comments, or suggestions
Customer or End Users send Host Compliance or post in Host Compliance' online forums without any
obligation to Customer.
3.3 Confidential Information. Each party understands and agrees that it will not reveal, publish or
otherwise disclose to any person, firm or corporation, without written authorization of the other party,
or except as required by law, any Confidential Information of the other party, including without
limitation any trade secrets, confidential knowledge, data or other proprietary information relating to
the Services. "Confidential Information" means all written information, relating to the business,
operations, services, facilities, processes, methodology, technologies, intellectual property, research
and development, customers, strategy or other confidential or proprietary materials of the other party.
4.0 Fees & Payment.
4.1 Fees.
4.1.1 Customer will pay Host Compliance for all applicable fees upfront annually.
4.1.2 Customer will pay any amounts related to the Services Net 30 days from the date of the
applicable invoice. Unless otherwise indicated, all dollar amounts referred to in the
Agreement are in U.S. funds.
4.1.3 Customer acknowledges that while it may choose to delay the implementation of the
Services, this is not a valid reason for withholding payment on any invoices. Furthermore,
the Customer will not withhold payment on any undisputed amounts invoiced.
4.1.4 Except as expressly provided on Schedule 1, renewal of promotional or one-time priced
subscriptions will be at Host Compliance's applicable list price in effect at the time of the
applicable renewal. Unless Host Compliance provide Customer notice of different pricing at
least 75 days prior to the applicable renewal term, the per unit pricing during any renewal
term will increase by the lesser of the 12-Month Consumer Price Index (not seasonally
adjusted), as published by the United States Department of Labor, or three (3) percent.
Notwithstanding anything to the contrary, any renewal in which the number of monitored
short-term rental listings has increased or decreased from the prior term will result in re-
pricing at renewal without regard to the prior term's per-unit pricing.
4.2 Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt
or financial obligation of the City, it shall be subject to annual appropriation by City Council as required
in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the
Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year
for which no such supporting appropriation has been made.
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 4 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
4.3 Taxes. Customer is a governmental entity and is not subject to federal, state or local taxes. Customer
will provide Host Compliance with a sales tax exemption certification upon reasonable request.
4.4 Purchase Orders. If Customer requires the use of a purchase order or purchase order number,
Customer (i) must provide the purchase number at the time of purchase and (ii) in the event of a
conflict in terms between any terms and conditions on a Customer purchase order and this Agreement,
this Agreement shall prevail.
5.0 Term & Termination.
5.1 Term. The initial term of this Agreement shall be one year commencing on the Effective Date, which
shall automatically renew for two (2) additional one year terms upon each expiry of the then current
term.
5.2 Termination for Convenience. If, for any reason during the Trial Period, Customer is dissatisfied with
the Services, Customer may terminate the Subscription and all funds paid under this Agreement will be
refunded and future commitments waived.
5.3 Effects of Termination for Convenience. If this Agreement is terminated by Customer in accordance
with Section 5.2 (Termination for Convenience): (i) the rights granted by Host Compliance to Customer
will cease immediately and Customer will no longer have the right to utilize the data obtained through
the use of the Services for systematic or mass outreach activities (including traditional mail, electronic
mail, and/or telephone campaigns); and (ii) after a reasonable period of time, Host Compliance may
delete any Customer Data relating to Customer's account. The following sections will survive expiration
or termination of this Agreement: 2.5 (Third Party Requests), 3.0 (Intellectual Property Rights;
Confidentiality), , 5.2 (Termination for Convenience), 5.3 (Effects of Termination for Convenience), 6.0
(Indemnification), 7.0 (Exclusion of Warranties; Limitation of Liability), and 8.0 (Miscellaneous).
5.4 Termination for Breach: Following the Trial Period, a party may terminate this Agreement for cause
upon 45 days written notice to the other party of a material breach if such breach remains uncured at
the expiration of such period.
5.5 Refund or Payment upon Termination for Breach. If this Agreement is terminated by Customer in
accordance with Section 5.4 (Termination for Breach), Host Compliance will refund Customer any
prepaid fees covering the remainder of the term of all Subscriptions after the effective date of
termination. In no event will Customer's termination after the first 6 months relieve Customer of its
obligation to pay any fees payable to Host Compliance for the period prior to the effective date of
termination provided however, Host Compliance has satisfactorily performed during such period.
5.6 Effects of Termination for Breach. If this Agreement is terminated in accordance with Section 5.4
(Termination for Breach): (i) the rights granted by Host Compliance to Customer will cease immediately
(except as set forth in this section); (ii) Host Compliance will provide Customer access to its account at
then-current fees so the Customer may export its Customer Data; and (iii) after a reasonable period of
time of not less than six (6) months and prior written notification to the Customer, Host Compliance
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 5 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
may delete any Customer Data relating to Customer's account. The following sections will survive
expiration or termination of this Agreement: 2.5 (Third Party Requests), 3.0 (Intellectual Property
Rights; Confidentiality), 4.0 (Fees & Payments), 5.5 (Refund or Payment upon Termination for Breach),
5.6 (Effects of Termination for Breach), 6.0 (Indemnification), 7.0 (Exclusion of Warranties; Limitation of
Liability), and 8.0 (Miscellaneous).
6.0 Indemnification.
6.1 By Host Compliance. Host Compliance will indemnify, defend and hold harmless Customer from and
against all liabilities, damages, and costs (including settlement costs and reasonable attorney's fees)
arising out of any claim by a third party against Customer to the extent based on an allegations that
Host Compliance' technology used to provide the Services to the Customer infringes or misappropriates
any copyright, trade secret, patent or trademark right of the third party. In no event will Host
Compliance have any obligations or liability under this section arising from: (i) use of any Services in a
modified form or in combination with materials not furnished by Host Compliance and (ii) any content,
information, or data provided by Customers, End Users, or other third parties.
6.2 Possible Infringement. If Host Compliance reasonably believes the Services infringe or may be alleged
to infringe a third party's Intellectual Property Rights, then Host Compliance may (i) obtain the right for
Customer, at Host Compliance' expense, to continue using the Services; (ii) provide a non-infringing
functionally equivalent replacement for the Services; or (iii) modify the Services so that they no longer
infringe. If Host Compliance does not reasonably believe the options described in this section are
reasonable then Host Compliance may suspend or terminate this Agreement and/or Customer's use of
the affected Services with no further liability or obligation to the Customer other than the obligation to
provide the Customer with a pro-rata refund of pre-paid fees for the affected portion of the Services. In
such event, Host Compliance will provide the Customer access to its account for the purpose of
extracting Customer Data at no cost to the Customer.
6.3 General. The party seeking indemnification will promptly notify the other party of the claim and
cooperate with the other party in defending the claim. The indemnifying party will have full control and
authority over the defense, except that: (i) any settlement requiring the party seeking indemnification
to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the
other party may join in the defense with its own counsel at its own expense. The indemnities above are
Host Compliance' and Customer's only remedy under this Agreement for violation by the other party of
a third party's Intellectual Property Rights.
7.0 Exclusion of Warranties; Limitation of Liability.
7.1 Exclusion of Warranties. Except as explicitly set forth in this Agreement, Host Compliance makes no
other representation, warranty or condition, express or implied, and expressly excludes all implied or
statutory warranties or conditions of merchantability, merchantable quality, durability or fitness for a
particular purpose, and those arising by statute or otherwise in law or from a course of dealing or usage
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 6 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
of trade with respect to the Services. Host Compliance does not make any representations or
warranties of any kind to client with respect to any third party software forming part of the Services.
7.2 Limitation on Indirect Liability. To the fullest extent permitted by law, except for Host Compliance and
Customer's indemnification obligations hereunder, neither Customer nor Host Compliance and its
affiliates, suppliers, and distributors will be liable under this Agreement for (i) indirect, special,
incidental, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenue, or
profits (in each case whether direct or indirect), even if the party knew or should have known that such
damages were possible and even if a remedy fails of its essential purpose.
7.3 Limitation on Amount of Liability. To the fullest extent permitted by law, Host Compliance' aggregate
liability under this Agreement will not exceed the amount paid by Customer to Host Compliance
hereunder during the twelve months prior to the event giving rise to liability.
8.0 Miscellaneous.
8.1 Terms Modification. Host Compliance may wish to revise this Agreement from time to time. In such
event Host Compliance will notify Customer and request that an Amendment to this Agreement be
agreed upon and signed. If Customer does not agree to the revised Agreement terms, Customer may
terminate the Services within 30 days of receiving notice of the change. In such event Host Compliance
will refund Customer any prepaid fees covering the remainder of the term of all Subscriptions after the
effective date of termination and will provide the Customer access to its account for the purpose of
extracting Customer Data at no cost to the Customer. Any modification to this Agreement must be in
writing and mutually agreed by both parties.
8.2 Entire Agreement. The Agreement constitutes the entire agreement between Customer and Host
Compliance with respect to the subject matter of this Agreement and supersedes and replaces any
prior or contemporaneous understandings and agreements, whether written or oral, with respect to
the subject matter of this Agreement.
8.3 Governing Law. This Agreement will in all respects be governed exclusively by and construed in
accordance with the laws of the State of Colorado and venue for any action arising hereunder shall be
in Larimer County, Colorado.
8.4 Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the
extent necessary to make them enforceable, and the remaining provisions of the Agreement will
remain in full effect.
8.5 Waiver or Delay. Any express waiver or failure to exercise promptly any right under the Agreement will
not create a continuing waiver or any expectation of non-enforcement.
8.6 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under
this Agreement without the written consent of Host Compliance. Host Compliance may not assign this
Agreement without providing written notice to Customer, except Host Compliance my assign this
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 7 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a
merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without
providing notice. Any other attempt to transfer or assign is void.
8.7 Force Majeure. Neither Host Compliance nor Customer will be liable for inadequate performance to
the extent caused by a condition that was beyond the party's reasonable control (for example, natural
disaster, act of war or terrorism, riot, labor condition, governmental action and Internet disturbance).
8.8 Procurement Piggybacking. Host Compliance agrees to reasonably participate in any "piggybacking"
programs pertinent to local government.
IN WITNESS WHEREOF Host Compliance and the Customer have executed this Agreement as of the Effective Date.
City of Fort Collins by its authorized signatory:
Name: Gerry Paul
Title: Purchasing Director
Date:
Billing Contact:
Billing Email: invoices@fcgov.com
Billing Direct Phone:
Host Compliance LLC by its authorized signatory:
Name: Ulrik Binzer
Title: Chief Executive Officer
Date:
Account Executive:
Account Executive Email:
Account Executive Phone:
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8
4/7/2018 4/7/2018
HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA - 5-5-2016 - P
www.hostcompliance.com 8 735 Market Street Floor 4
Tel: (754) 888-HOST (4678) San Francisco, CA 94103
Schedule 1
Scope of Services:
Address Identification $12, 332 (3-year rate)
Monthly email-delivered report and live web-delivered dashboard with complete address information and
screenshots of all identifiable STRs in City of Fort Collins's jurisdiction:
Up-to-date list of jurisdiction's active STR 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
Compliance Monitoring $4,797 (3-year rate)
Ongoing monitoring of the short-term rentals operating in City of Fort Collins's jurisdiction for zoning and permit
compliance coupled with systematic outreach to non-compliant short-term rental property owners (using City of Fort
Collins's form letters) following City guidelines
● Ongoing monitoring of STRs for zoning and permit compliance
● Pro-active and systematic outreach to unpermitted and/or illegal short-term rental operators (using
jurisdiction's form letters) following City guidelines
● Monthly staff report on jurisdiction's zoning and permit compliance:
● Up-to-date list of STRs operating illegally or without the proper permits
● Full case history for non-compliant listings
Total Annual Subscription Service Price $17,129
Note: Above pricing assumes 545 short-term rental listings in City of Fort Collins's jurisdiction.
DocuSign Envelope ID: 29058055-C8B2-4392-9F6D-4A77E1CDAED8