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]
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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.
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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.
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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
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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.
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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.
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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.
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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
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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.
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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
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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]
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