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HomeMy WebLinkAboutECHDA24-05 Placemate, Inc.AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY AND PLACEMATE, INC. THIS AGREEMENT (“Agreement”) is effective as of January 1, 2024 by and between Placemate, Inc., a California Corporation (hereinafter “Consultant” or “Contractor”) and Eagle County Housing and Development Authority, a body corporate and politic (hereinafter “ECHDA”). RECITALS WHEREAS, ECHDA operates a long-term rental incentive program, named the Rent Local Program throughout Eagle County, Colorado; and WHEREAS, the purpose of the Rent Local Program is to encourage private property owners operating short-term rental residential units within Eagle County to rent those residential units to local employees by providing property owners with a stipend as an incentive to enter into long-term leases with local employees; and WHEREAS, ECHDA desires to retain Consultant to provide Services, as defined below in paragraph 1 hereof, in order to raise awareness and improve and streamline operations regarding the Rent Local Program; and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and ECHDA in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and ECHDA agree as follows: 1. Services. Consultant agrees to diligently provide all services, labor, personnel, and materials necessary to perform and complete the services described in the Partnership and Scope of Services Section of the Rent Local Program Decision Document contained in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Consultant agrees to commence furnishing the Services no later than January 1, 2024 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 2 b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. ECHDA’s Representative. The Housing Department’s designee shall be Consultant’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 31st of December, 2024. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by ECHDA for such additional services in accordance with ECHDA’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that ECHDA has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by ECHDA for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant’s rights with respect to such additional services shall be deemed waived and such failure shall result in non- payment for such additional services or work performed. 5. Compensation. ECHDA shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $95,000.00, which consists of Consultant’s monthly administrative fee of $7,500.00 per month for twelve (12) months and $5,000.00 for marketing as necessary. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by ECHDA. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task, and such other detail as ECHDA may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by ECHDA shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses, or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by ECHDA. c. If, at any time during the term or after termination or expiration of this Agreement, ECHDA reasonably determines that any payment made by ECHDA to Consultant was improper because DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 3 the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from ECHDA, Consultant shall forthwith return such payment(s) to ECHDA. Upon termination or expiration of this Agreement, unexpended funds advanced by ECHDA, if any, shall forthwith be returned to ECHDA. d. ECHDA will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, ECHDA shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by ECHDA in accordance with a budget adopted by the Board of ECHDA in compliance with the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-consultants. Consultant acknowledges that ECHDA has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without ECHDA’s prior written consent, which may be withheld in ECHDA’s sole discretion. ECHDA shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom ECHDA has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by ECHDA and to the extent of the Services to be performed by the sub-consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward ECHDA. ECHDA shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Consultant and Consultant shall cooperate in such process. Consultant shall be responsible for the acts and omissions of its agents, employees, and sub-consultants or sub-contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iii. b. Other Requirements. i. The commercial general liability coverage shall be endorsed to include ECHDA, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents, DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 4 and volunteers as additional insureds. ii. Consultant’s certificates of insurance shall include sub-consultants as additional insureds under its policies or Consultant shall furnish to ECHDA separate certificates and endorsements for each sub-consultant. All coverage(s) for sub-consultants shall be subject to the same minimum requirements identified above. Consultant and sub-consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub-consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Consultant’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Consultant’s policy shall contain a waiver of subrogation against ECHDA. v. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to ECHDA in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from ECHDA, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of ECHDA for a complete copy of the policy. viii. Consultant shall advise ECHDA in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish ECHDA a new certificate of insurance showing such coverage. ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to ECHDA, ECHDA shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the ECHDA is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 5 time to time amended, or otherwise available to ECHDA, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers’ compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any money paid pursuant to this Agreement. 8. Indemnification. The Consultant shall indemnify and hold harmless ECHDA, and any of its officers, agents, or employees against any losses, claims, damages, or liabilities for which ECHDA may become subject to insofar as any such losses, claims, damages, or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub-consultants hereunder; and Consultant shall reimburse ECHDA for reasonable attorney fees and costs, legal, and other expenses incurred by ECHDA in connection with investigating or defending any such loss, claim, damage, liability, or action. This indemnification shall not apply to claims by third parties against the ECHDA to the extent that ECHDA is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of ECHDA. Consultant shall execute written assignments to ECHDA of all rights (including common law, statutory, and other rights, including copyrights) to the same as ECHDA shall from time to time request. For purposes of this paragraph, the term “documents'' shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps, or worksheets produced or prepared by or for Consultant (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. ECHDA: Attention: Kim Bell Williams 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8773 E-mail: kim.williams@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 6 Telephone: 970-328-8685 E-mail: atty@eaglecounty.us CONSULTANT: Attention: Colin Frolich Placemate, Inc. 10098 Jibboom St #104 Truckee, CA 96161 Email: colin@placemate.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by ECHDA to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant’s work product that might affect the work of others providing services for the Project and concurrently provide ECHDA with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from ECHDA. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. ECHDA may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefore with sixty (60) calendar days’ prior written notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide ECHDA with all documents as defined in paragraph 9 hereof, in such format as ECHDA shall direct and shall return all ECHDA owned materials and documents. ECHDA shall pay Consultant for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction, and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed, interpreted under, and governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the ECHDA has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 7 perform the Services in a skillful, professional, and competent manner and in accordance with the standard of care, skill, and diligence applicable to Consultants performing similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of ECHDA. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture, or any other relationship between ECHDA and Consultant except that of independent contractor. Consultant shall have no authority to bind ECHDA. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules, and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Consultant shall not assign any portion of this Agreement without the prior written consent of the ECHDA. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality, or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to ECHDA. Consultant shall be subject to financial audit by federal, state or ECHDA auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the ECHDA has any personal or beneficial interest whatsoever in the Services described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 8 16. Data Security. a. Definitions: i. “ECHDA Data” means all data created by or in any way originating with ECHDA and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with ECHDA and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to ECHDA’s use of Contractor Services and Protected Information. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of ECHDA; Third Party consultants, auditors and other independent contractors performing services for ECHDA; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of ECHDA provided services; and any external users collaborating with ECHDA) authorized by ECHDA to access and use the Services provided by Contractor under this Agreement. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. §§ 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to ECHDA. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of ECHDA Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control ECHDA Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all ECHDA Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing ECHDA Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of ECHDA Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify ECHDA of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy ECHDA’s legal and regulatory notice obligations. Upon notice of a Security Incident, ECHDA shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to ECHDA. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of ECHDA, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 9 consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any ECHDA Data upon request from the ECHDA Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [Rest of page intentionally left blank] DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 10 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY By: _____________________________ Matt Scherr, Chair Attest: By: _______________________ Kimberly Bell Williams, Secretary VENDOR: PLACEMATE, INC. By: ________________________________ Colin Frolich, CEO DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 11 EXHIBIT A RENT LOCAL PROGRAM DECISION DOCUMENT AND SCOPE OF SERVICES DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 1 Scope of Services to administer the Lease to Locals program for Eagle County, Colo. - In May 2023, The Eagle County Housing and Development Authority contracted with Placemate, Inc. to take over their Rent Local Program and relaunch it as the Lease to Locals program. The Program is designed to give a stipend to Homeowners who rent to a Qualified Tenant or Household in the Program at or below the 100% AMI rental rate. The Program had the goal of “unlocking” 40 properties that were previously short term rented or underutilized, and as of the end of 2023 the program has successfully converted 31 properties into new long -term rentals. The following scope of services lays out the tasks and budget for Placemate to continue to administer the Lease to Locals program through the end of 2024. Scope of Services The following outlines the tasks that Placemate will complete to help administer the Lease to Locals Incentive Program for Eagle County Task 1: Program Qualification for Owner services: (1)Placemate will provide a consultation call with each prospective property Owner to determine rental details (pricing, timing, how to qualify for the incentive, etc.). (2)Placemate will assist Owners with general qualification requirements for the Lease to Locals Program. (3)Placemate will make reasonable efforts to ensure the Owner will qualify for the incentive by helping them (or the designated property manager they have hired) follow all of the requirements of the program. Owners or their designated property managers will be responsible for finding the tenants. Those tenants must qualify as an Eligible Household in order to qualify for the incentive program. Task 2: Property Listing and Tenant Matching Placemate will allow Owners (or their property managers) to self -list their DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 2 p roperties for free on Placemate’s website, which includes a unique URL with photos, property attributes, property description, and a way for interested and qualified local tenants to contact the Owner. Placemate will allow local tenants to complete and update a renter profile that includes attributes such as gross income, employer name and location, and desired rental type(s). Platemate will work to ensure the property is owned by the party they are talking to, that the property is vacant, and available for rental. Task 3: Program Marketing Placemate will market the program to make sure the messaging is clear and understood, and reaches the target audience of Owners. These marketing activities will include a dedicated program phone number, building a custom webpage to entice and educate Owners about the incentive program and how they can qualify, and to provide an easy way for them to get in contact with a Placemate representative. Placemate will also purchase and manage digital and print advertisements, to include post card mailings, to reach the target Owner audience. Task 4: Customer Service and Outreach Placemate will respond to all inbound inquiries via web, email, and phone and compile feedback on the Program to use for potential modifications of the Program. Placemate will conduct outreach to the Eagle County-based Property Managers to educate them on the program and explore the possibility of converting some of their underperforming properties. Placemate will engage with the business community in Eagle County with the goal of educating them and their employees abo ut the Lease to Locals Program . Task 5: Program Payments, Reporting and Compliance (a) Program Compliance: To process the grants, Placemate will provide Eagle County with: ●A signed copy of the lease agreement signed by property owner/manager and tenant(s) ●A w9 and check request from the property owner ●Supporting employment and income verification from tenant(s) (b)Property Owner Payments Eagle County will pay property owners half of the grant amount at lease signing (after verification by Eagle County Staff) and the other half of the grant upon completion of the lease. (c) Compliance : Placemate will conduct a six -month lease compliance check (for long -term leases) DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 3 and, at the end of lease term, determine and report to Eagle County if the property owner qualifies for the second grant installment payment and if they intend to renew with the tenants. (d)Reporting Placemate will meet with Eagle County staff on a monthly basis to review progress and provide a bi-annual update to the Housing Eagle County board. Proposed Program Budget (Jan 1, 2024 — Dec 31, 2024) Administration Fee: $90,000 ●Billed monthly at $7,500/mo for 12 months Marketing/Advertising Costs: $5,000 About Placemate Placemate was founded in March 20 19 in Truckee, California with the mission of creating a trust -based marketplace for locals-focused housing in tourist towns. Through the online platform, they connect local tenants with homeowners who have underutilized properties available for rent, and partner with local governments (the County) on programs to incentivize property owners to convert their units into seasonal and long-term rentals for locals. They currently operate these programs, known as Lease to Locals, in tourist towns and have converted hundreds of units into new long-term rentals for local employees. Placemate operates in various communities across the United States including Truckee, East Placer County, and S. Lake Tahoe, California, Nantucket, Massachusetts, Ketchum, Idaho, and Summit and Eagle Counties, Colorado. DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 12 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47 04/03/2023 Edgewood Partners Insurance Center 3697 Mt. Diablo Blvd, Ste 100 Lafayette CA 94549-3745 Richard Alesna (800) 733-3131 Richard.Alesna@epicbrokers.com Placemate Inc. 10418 Donner Pass Road, Unit C Truckee CA 96161 ACE Property & Casualty Insurance Company 20699C Chubb National Insurance Company 10052 23/24 A Y D95312743 04/01/2023 04/01/2024 1,000,000 50,000 10,000 1,000,000 2,000,000 2,000,000 A D95312743 04/01/2023 04/01/2024 1,000,000 B Y 71804097 08/01/2022 08/01/2023 1,000,000 1,000,000 1,000,000 ECHDA is an additional insured Evidence of Coverage SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: C8C428EF-29D1-4162-A71B-56E6A7295C47