Host Compliance LLC - FY2020-042 •4iii HOST COMPLIANCE LLC
HOST COMPLIANCE
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
Host Compliance Services Agreement
Dacetlibdit
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of N S 2019 (the "Effective
Date"), between Host Compliance LLC, ("Host Compliance") and City of Rancho Palos Verdes, a general law city &
municipal corporation, with an address at 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 (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 Subject to and conditioned on Customer's payments pursuant to Section 4 0 of this
Agreement, Host Compliance hereby grants Customer a non-exclusive, non-transferable right to access
and use the Services during the term of this Agreement, in accordance with the terms and conditions of
this Agreement 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
14 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 improves 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 Customer passwords and accounts, (ii) managing Customer access to Host Compliance
system administrator accounts, and (iii)ensuring that such administrators' use of the Services complies
with this Agreement
2 2 Compliance Customer is responsible for use of the Services, including use of the Services by End Users
and will comply with laws, regulations, and such provisions of this Agreement that are applicable to
Customer's use of the Services
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
2 3 Unauthorized Use&Access Customer will use its best efforts to prevent unauthorized use of the
Services and terminate any unauthorized use of or access to the Services Customer will promptly
notify Host Compliance of any unauthorized use of or access to the Services
2 4 Restricted Uses Customer will use its best efforts not to, and will ensure that its End Users do not (i)
sell, resell,or lease the Services, (ii) reverse engineer or attempt to reverse engineer the Services, nor
assist anyone else to do so, or(iii) use the Services in any way that infringes, misappropriates or
otherwise violates any intellectual property right or other right of any person, or that violates any
applicable law
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 via its own access to
information policies 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 diligent efforts
2 5 3 If Host Compliance receives a Third Party Request, Host Compliance will make reasonable
efforts,to the extent allowed by law and by the terms of the Third Party Request,to (A)
promptly notify Customer of Host Compliance's receipt of a Third Party Request, (B)comply
with Customer's reasonable requests regarding efforts to oppose a Third Party Request, and
(C) provide Customer with information or tools required for Customer to respond to the
Third Party Request (if Customer is otherwise unable to obtain the information) If
Customer fails to promptly respond to any Third Party Request,then Host Compliance may,
but will not be obligated to do so
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)
comply with Host Compliance's reasonable requests regarding efforts to oppose a 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 (as defined below) 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
www hostcompliance corn 2 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE, LLC
HOST COMPLIANCE Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
Notwithstanding the foregoing, while Customer Data and Services may include some Publicly Available Data (as
defined as below), neither Customer nor Host Compliance make any proprietary claim to Publicly Available Data
"Intellectual Property Rights" means current and future worldwide rights under patents, copyright,trade secret,
trademark, moral rights and other similar rights "Publicly Available Data" means data, material,and information
collected from publicly available sources in the performance of this Agreement, but specifically excluding Services
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 To the maximum extent permitted by California law, Customer understands
and agrees that it will not reveal, publish or otherwise disclose to any person,firm or corporation,
without written authorization of Host Compliance,or except as required by law, any Confidential
Information of Host Compliance, including without limitation any trade secrets, confidential knowledge,
data or other proprietary information relating to the Services "Confidential Information" means all
information, written or oral, relating to the business, operations, services, facilities, processes,
methodology, technologies, intellectual property, research and development, customers,strategy or
other confidential or proprietary materials of Host Compliance
3 4 Consent to use Customer Data and Marks Customer hereby irrevocably grants all such rights and
permissions in or relating to Customer Data to Host Compliance (i)to perform the Services, (ii)to
enforce this Agreement and exercise Host Compliance rights hereunder, and (iii)to use for any lawful
purpose Customer hereby grants to Host Compliance a license to use, reproduce and display
Customer's name and logos in connection with (i) Host Compliance performance of its obligations
hereunder, (ii) include Customer's name and logos in its lists of Host Compliance current or former
customers, and (ii)with Customer's prior consent,for promotional and marketing purposes such as
developing promotional press releases, case studies, and reports
3 5 Validated Data In the course of providing the Services, Host Compliance performs significant work
validating and confirming various data sets including,without limitation, postal addresses, property
owner information, and listing de-duplication ("Validated Data") Validated Data may include data
otherwise classified as Customer Data,Services,or Publicly Available Data Notwithstanding any
provision to the contrary in this Agreement, Customer is prohibited from disclosing Validated Data to a
competitor of Host Compliance during the term of this Agreement and for a period of one(1)year
thereafter
4 0 Fees& Payment
4 1 Fees
4 1 1 Customer will pay Host Compliance for all applicable fees upfront annually,as set forth in
Schedule A
4 1 2 Customer will pay any amounts related to the Services as per payment terms detailed on
the applicable invoice Customer will not withhold payment on any undisputed invoices for
www hostcompliance corn 3 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
any reason, including a Customer's decision to delay implementation of the Services If
Customer disputes any charge or amount on any invoice and such dispute cannot be
resolved promptly through good-faith discussions between the parties, Customer shall pay
the amounts due under this Agreement minus the disputed amount and the parties shall
diligently proceed to resolve such disputed amount Unless otherwise indicated, all dollar
amounts referred to in the Agreement are in U S funds
4 2 Taxes Customer is responsible for all taxes, if any,applicable to a municipal corporation Host
Compliance will charge tax when required to do so If Customer is required by law to withhold any
taxes,Customer must provide Host Compliance with an official tax receipt or other appropriate
documentation
4 3 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) agrees that Sections 7
(Title), 9(Indemnification), and 10 (Warranty) on a Customer purchase order will not apply to this
Agreement or the Services provided hereunder and are null and void
5 0 Term&Termination
5 1 Term The initial term of this Agreement shall be two years commencing on the Effective Date, which
shall renew for up to three (3)further periods of one year upon each expiry of the then current term
upon mutual written agreement of the parties That said,the time period until the earlier of(a)the 6-
month anniversary of the Effective Date,or(b) the start date of Customer's systematic or mass
outreach activities utilizing the data obtained through the Services (traditional mail, electronic mail,
and/or telephone campaigns), or(c)termination by Host Compliance in our sole discretion, shall be
considered a trial period ("Trial Period")
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 outreach (including traditional mail, electronic mail,and/or telephone), 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),4 0 (Fees& Payments), 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 In addition, Host Compliance may terminate this Agreement, effective on
www hostcompliance corn 4 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
written notice to Customer, if Customer fails to pay any amount when due hereunder, and such failure
continues more than 10 days after Host Compliance's delivery of written notice hereof
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 If this Agreement is terminated by Host Compliance in accordance with Section 5 4
(Termination for Breach),Customer will pay any unpaid fees covering the remainder of the term of the
Agreement 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
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 may 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, 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), 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 [INTENTIONALLY DELETED]
6 3 Possible Infringement If Host Compliance 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 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
www hostcomphance corn 5 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 0125 19
6 4 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
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
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
TO HOST COMPLIANCE BY ITS INSURERS FOR THE 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 If a
revision, in Host Compliance' sole discretion, is material, Host Compliance will notify Customer and
possibly 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
8 2 Entire Agreement The Agreement including the invoice and order form provided by Host Compliance,
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 If
www hostcompliance corn 6 1037 NE 65th Street#81158
Tel (754)888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
there is a conflict between the documents that make up this Agreement, the documents will control in
the following order this Agreement,then the invoice,then the order form
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 California
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 Force Majeure Except for payment obligations, 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 7 Procurement Piggybacking Host Compliance agrees to reasonably participate in any"piggybacking"
programs pertinent to local government, and Customer agrees to reasonably allow any local
government to"piggyback"off of Customer's efforts leading to this Agreement
8 8 Independent Contractor It is specifically understood and agreed that in the making and performance
of this Agreement, Host Compliance is an independent contractor and is not and shall not be construed
to be an employee of Customer
www hostcompliance corn 7 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
IN WITNESS WHEREOF Host Compliance and the Customer have executed this Agreement as of the Effective Date
City of Rancho Palos Verdes by its authorized Host Compliance LLC by its authorized signatory
signatory
(blic
Name Ulrik Binzer
Name AM m wtAw11fi . Title Chief Executive Officer
Title '7447; th Car( Vit+JANK. Date
Date ti.S.tet
Account Executive
Billing Contact Account Executive Email
Billing Email Account Executive Phone
Billing Direct Phone
www hostcompliance corn 8 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
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HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
Schedule 1
Scope of Services for Host Compliance support of the Customer in monitoring and managing short term rentals in
the City of Palos Verde's jurisdiction
Address Identification
Monthly email-delivered report and live web-delivered dashboard with complete address information and
screenshots of all identifiable STRs in City of Rancho Palos Verdes'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
Ongoing monitoring of the short-term rentals operating in City of Rancho Palos Verdes's jurisdiction for zoning and
permit compliance coupled with systematic outreach to non-compliant short-term rental property owners(using City of
Rancho Palos Verdes's form letters)
• 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)
• 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
Rental Activity Monitoring and Tax Audit Support
Ongoing monitoring of jurisdiction's short-term rental properties for signs of rental activity
• Automatic monitoring of review activity across 50+STR websites
• Weekly screenshots of reviews and calendars for each active listing
• Quarterly staff report on jurisdiction's STR tax compliance
• Up-to-date list of short-term rental landlords suspected of under-reporting taxes
• Documentation of information that serves as the foundation for the suspicion of tax under-reporting
• Custom reports and analysis to support tax audits and other STR related investigations
• Quarterly pro-active, systematic and data-informed outreach (physical letters)to short-term rental
operators regarding their tax remittance obligations(using jurisdiction's form letters)
o Up to 4 letters each property per year(full color)
www hostcompliance com 9 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115
HOST COMPLIANCE HOST COMPLIANCE, LLC
Short-term Rental Compliance Monitoring and Associated Services
HCSA-5-5-2016-W,last revised 01 25 19
o Letters are 2 pages each (2nd page is dedicated to full length screenshot of listing)to improve results
for effective compliance
• Functionality to streamline audits of most egregious violators
• Online submission of platform activity reports
Total Annual Subscription Service Price $8220
Note Above pricing assumes 122 short-term rental listings in City of Rancho Palos Verdes's jurisdiction
www hostcompliance corn 10 1037 NE 65th Street#81158
Tel (754) 888-HOST(4678) Seattle, WA 98115