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HomeMy WebLinkAboutC24-364 Granicus AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND GRANICUS, LLC THIS AGREEMENT (“Agreement”) is effective upon signature of both parties by and between Granicus, LLC, a Minnesota Limited Liability Company (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County previously contracted with Consultant to seek information to determine whether and how to design a Short-Term Rental Licensing program in unincorporated areas of Eagle County (the “Project”); and WHEREAS, County now desires to contract with Consultant for the provision of data, software, and training related to the creation of a program for the identification, tracking, and registration of Short-Term Rental units; 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 County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County 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 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 furnish the Services 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. 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. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 2 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. County’s Representative. The County Manager Office’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 shall continue for a period of one (1) year. County will have the option to renew this Agreement for two (2) period(s) of one (1) year each. 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 County for such additional services in accordance with County’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 County 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 County 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. County 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 $ 89,272.00. 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 County. This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of County to provide applicable exemption certificate(s). a. Payments for subscriptions are due at the beginning of the period of performance. Payment will be made for Services 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 County may request. Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County 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 County. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 3 c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because 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 County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County 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, County 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 County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, 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 County 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 County’s prior written consent, which may be withheld in County’s sole discretion. County 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 County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub-consultant, as approved by County 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 County. County 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. The 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. Auto coverage with limits of liability not less than $1,000,000 each accident combined liability insurance, including coverage for any-auto, hired, and non-owned vehicles. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 4 iii. 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. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents, 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 County 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 Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days’ notice of cancellation to County 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 County, and hereby authorizes Consultant’s broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 5 viii. Consultant shall advise County 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 County 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 County, County 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 County 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 time to time amended, or otherwise available to County, 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 moneys paid pursuant to this Agreement. 8. Indemnification. Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County 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 County for reasonable attorney fees and costs, legal and other expenses incurred by County 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 County to the extent that County 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 solely and exclusively in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County 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 and work sheets produced, or prepared by or for Consultant solely and exclusively for the performance of this Agreement (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 6 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. COUNTY: Eagle County, Colorado Attention: Jill Klosterman 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3511 E-Mail: jill.klosterman@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONSULTANT: Granicus, LLC Attention: Kyle Salonga 1999 Broadway, Suite 3600 Denver, CO 80202 Telephone: 415-599-3191 E-Mail: kyle.salonga@granicus.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 County 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 County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days’ prior written Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 7 notice to the Consultant. Upon termination of this Agreement, Consultant shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County 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 and interpreted under and shall be 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 County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall 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. Intentionally Omitted. c. This Agreement constitutes an agreement for performance of the Services by Consultant as an independent contractor and not as an employee of County. 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 County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. 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. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 8 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 County. 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 County. Consultant shall be subject to financial audit by federal, state or county 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 County has any personal or beneficial interest whatsoever in the Services or Property 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. 16. Data Security. a. Definitions: i. “County Data” means all data created by or in any way originating with County 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 County and End Users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’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 County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 9 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 the County. 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 County 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 County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County 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 County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 72 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy regulatory notice obligations. Upon notice of a Security Incident, County 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 County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, 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 consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. 17. Warranties. The Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards for the software consulting industry. Granicus will use reasonable commercial efforts to complete the Services in accordance with Exhibit A. If the Services fail to comply with this warranty during the Warranty Period, Client will promptly notify Granicus in writing specifying in reasonable detail any alleged non-conformities in the Services. Upon receipt of notice and a determination that the Services did fail to comply with this warranty, Granicus will, as Client’s remedy, promptly re-perform any such Services in accordance with Exhibit A and this Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 10 Agreement. The warranties set forth in this Agreement are exclusive and Consultant disclaims all other warranties, express or implies, with respect to the Services, including but not limited to, any warrant of merchantability, fitness for a particular purpose, course of dealing, or course of performance. 18. Confidential Information. a. It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information (“Confidential Information”). Confidential Information shall include: (i) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; and (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation. b. Subject to applicable law, each Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; (iii) not to use any Confidential Information for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a Party is requested pursuant to the Colorado Open Records Act or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance. c. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt from the other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality; (iv) is independently developed by a Party without use or reference to the other Party’s Confidential Information; or (v) is disclosed with the prior written consent of the Parties. d. Each Party shall return or destroy the Confidential Information upon written request by the other Party; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law. County understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Contractor’s databases without some residual data. e. Notwithstanding the foregoing, Contractor acknowledges County is a governmental entity that may be required to produce and/or disclose Confidential Information to third parties pursuant to the Colorado Open Records Act or other applicable law. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 11 19. Limitation of Liability. Notwithstanding any other provision of this Agreement, in no instance shall either Party’s liability to the other Party for direct damages under this Agreement (whether in contract or tort or otherwise) exceed $250,000.00 for direct damages. Consultant shall not be responsible for any lost profits or other damages, including indirect, incidental, special, consequential, or any other damages, however caused. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT Granicus, LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 Senior Manager, Contracts 8/22/2024 Greg Eck 8/22/2024 12 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Address Identification Timeline: Typically, 70% of STRs identified within 8-10 weeks after receipt of the County’s Parcel Data Price: $85,017.00/yr Process Summary: • Short-term Rental Address Identification of the County: o Access to the data via a 100% cloud-hosted software, internal password-protected. o Continuously scan 70+ major vacation rental websites including Airbnb, VRBO and Flipkey every 3-5 days utilizing some of the most cutting-edge artificial intelligence technologies and automatically aggregates, consolidates and deduplicates listings o Leverage support of ~200+ human analysts to then verify addresses and homeowner contact information o Identifications are validated by a minimum of 3 human-verified data points to ensure accuracy and easily accessible directly from the platform. Providing the rationale and evidence is critical if there is ever a dispute with a homeowner over the availability of his/her property for vacation rental. o Consistently evaluate the list of STR listing websites to monitor, based on popularity of sites, niche markets, or County interest. o Daily monitoring/updates of listing activity (over 150 data points are continuously acquired) o Online portal offers dashboards and reporting “on demand” with the database containing sortable records (150+ data points), enabling staff to search, enter information, correct, append with additional information, as well as use the data for outreach, monitoring and compliance purposes. o Identified properties will include:  parcel number  address  contact information and address for property owners  inventory of listing information • listing URL • reviews • property type • room type • maximum advertised occupancy • number of bedrooms and bathrooms • rental rate • minimum night stay • listing status • cleaning fees • timeline of activity including stays Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 13 • removed/reposted listings (Capturing even those trying to stay off your radar) o Full length/date-time stamped high-resolution screenshots of listings  captured regularly of each active listing (including reviews)  include everything related to the listings, including photos, maps, reviews, and descriptive information  each screenshot is captured on a random time and day to eliminate the risk of non-compliant short-term rental operators “gaming the system”  available to print or download  retained indefinitely (while contract remains active) o All available listing and contact information for non-identifiable STRs. o Continuous scans of websites and registration records, to automatically classify all short- term rental units and listings into “active” and “inactive” based on the then current online availability of ads for each unit. Our system will provide easy-to-understand real-time reporting on new and removed listings and short-term rental units to make it easy for staff to quickly identify and generate lists of:  Newly listed compliant and non-compliant short-term rentals  Short-term rentals that have eliminated all advertising on all the websites monitored by Host Compliance  Re-listings of non-compliant properties  Short-term rentals that have become compliant because of outreach  Short-term rentals that are still listed despite initial or repeated outreach o County staff will easily be able to identify rental properties operating in noncompliance and categorize them by type:  Local zoning regulations (exempt, permitted, grandfathered, illegal, etc.)  Requirements to list license/permit numbers on all advertisements  Minimum and maximum rental stay requirements  Permitted occupancy limits  Listings of other rentals offered by host  Nightly Rental Rate  Total number of ads per platform  Other local rules which can be effectively enforced by scanning online ads o To streamline workflows and reporting process, Host Compliance has many standard reports and in case additional custom reports are needed, we can create those at no additional cost for staff to access and run them through our platform. o For concerns about confidential information, reports can be generated with certain specific identifying fields excluded, e.g., host last name. o Users receive monthly emailed reports of high-level dashboard metrics. o All information is available 24/7 online on desktop and mobile devices and can be download in jpg, png, pdf, Excel, or other standard file formats if desired. o Identify non-compliance from a customizable keyword search of reviews (i.e. wedding, party, unsafe) Setup for Address Identification Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 14 Your assigned Project Coordinator will share the following instructions and can help guide you in this process. Your implementation will begin with the setup and configuration of Address Identification (AI). A short video will provide an overview of the implementation process to prepare you for your upcoming experience. Discovery Information - provides us required information to configure your solution properly. Having this information allows us to validate compliance with your local policies/ ordinances and/or regulations . This process of identification is generally completed within a 6-8 week window depending on the amount of listings that we find. During the identification window, we will be staying in touch to provide training, and conduct user acceptance testing. Please do not hesitate to reach out should you have a question or run into any issues along the way. Walkthrough of Discovery Information questionnaire: • Customer Name (Municipality) • Please list the employee name(s), job title(s), and respective login email(s) that will require system training and access • Does your municipality already have a Short-Term Rental (STR) ordinance (bylaw) in place? o Yes o Not yet, but planning to o No • If yes, please paste the link to the published ordinance (bylaw) • What is the maximum number of nights rented per stay to be considered a Short- Term Rental (STR)? • Do you allow Short-Term Rental (STR) in both single and multi-family (such as duplexes or apartments) homes? o Yes o No • Please detail any limitations/ restrictions as it relates to occupancy based on number of bedrooms • For a Short-Term Rental (STR) to be compliant does your ordinance require a registration, permit or license? o Yes o No o N/A – STRs are banned completely • If so, what is the formal name of the registration, permit or license that you require? For example "Short-Term Rental Permit", or "License to Operation Short-Term Rental" Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 15 • Do you require that hosts display any registration, permit or license number on their listing(s)? * When the customer lists on a Short-Term Rental (STR) such as Bookings.com, does the host have a requirement to post their permit or license number? o Yes o No • Do you currently have existing registrations, permits or licenses? o Yes o No • What is the format of your registration, permit or license number? Example: STR-001 or HOT- 123 • Please upload your Parcel/Assessor Data. We are seeking an electronic copy of all publicly available parcel/assessment information for the properties located in the unincorporated areas of the County. This will help our analysts to identify the homeowners of the STRs. Specifications here. • Please upload existing permit or registration data. A list of any existing permits you may already have using this Permit Template File. Please use the following template here. • Do you have properties that are exempt from your Short-Term Rental (STR) ordinance(s) or guideline(s)? For example, if your ordinance allows for grandfathered properties, we will need a list of these properties using the requirements of the parcel data file request. o Yes o No • Please upload exempt property data. A list of your hotels, motels, and B&Bs using this Exempt Properties Template so we can mark them as exempt. Please use the following template. • Have you purchased an ESRI Integration with Host compliance for automatic parcel data upload? o Yes o No o Unknown • Who is your designated technical resource to assist with integrating ESRI and your GIS data? Please include name, title, and email address of designated contact. • Submitter Name / Email Address OpenForms Timeline: 6-8 weeks following Project Manager assignment for training and implementation Price: $4,255.00/yr Process Summary: • Create a wide-range of customizable, self-service forms, including those specific to STR registrations, to accurately account for submissions and payments. • Seamless, secure electronic collection of all STR application data, documentation, and payments with a robust admin space for staff’s review of materials. • Allow staff to build custom solutions without tech skills or time-consuming customizations. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 16 • Example ways to use OpenForms include Customer Requests, Applications, Registration Forms, Payments, Bookings, Permits, Calculators, Self-service. • Our Forms Builder provides an easy-to-use, drag-and-drop style interface to enable users of varying technical proficiencies to build responsible and accessible forms. Forms can be embedded onto any page of your existing website with robust features, including: - Wide range of field types with Smart Form Logic such as Groups of Fields and Office Only fields - Collection of electronic signatures - File uploads (i.e., proof of primary residence, site plans) - Seamless integration with digital payment providers via payment gateways - ESRI Connector for residents to simplify address lookup and validation - Unparalleled security made for government • OpenForms does not require users to login in order to accomplish tasks online and does not provide an online profile for applicants. • Up to 5 staff will receive email notifications of applicant submissions and all applicants will receive email submission confirmations upon receipt. • County staff will be able to track / export the results and collect payment. Staff admin access includes: - Applicable form-building features for STR applications, including drag/drop functionality, calculations, payments, analytics + insight to review form performance, API access, ESRI connector for address validation, etc. - Usability and Accessibility via: - Accessibility Compliant (ADA) - Mobile Friendly - Cross Device Compatibility - Multilingual - Built in Save and Continue - Real-Time Form Validation - Online Help • Registration data captured via OpenForms will be exportable for reporting purposes and uploaded into Host Compliance’s Address Identification module by the Support Team to reflect compliance metrics across both systems. Setup for OpenForms Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 17 Your assigned Implementation Consultant will create your OpenForms Workspace and grant the Account Owner (first and last name, email address required) initial access. From there, the Account Owner can add other team members. Your Project Manager will work with you to schedule training with our Training Specialist to run through: • OpenForms Admin Introduction Training – dedicated to introducing Account Owners and Admins to the OpenForms Platform, showing them all the account level settings, and how to set up data connections to outside systems. • General User Training – Focused on navigation of the platform how to build a form using both basic and advanced functionality for form authors. OpenForms’ Help Center has a variety of articles and featured topics that users can refer to at any time. For example: Admin Training Support Resources: How to add users, assign roles, and modify permissions: • Add Users to OpenForms • Manage Your OpenForms Users How to configure the look and feel of your OpenForms account: • Create a Theme for Your Form How to connect Google Maps with OpenForms: • Collect Location Details Using Google Maps • Connect Google Maps with OpenForms to use the Location Field How to create field sets: • Group Frequently-Used Fields into Field Sets Other topics include payment gateways and calculations, data connections, import/exporting forms, product updates, and more. Granicus’ Responsibilities  Granicus will work remotely to complete all project activities for the County.  Granicus’ Project Managers will provide status update(s) during agreed-upon status meetings and/or any other agreed-upon cadence.  Granicus resources will be made available to address any issues or answer any questions that the County may have pertaining to the project throughout the duration of this project. County’s Responsibilities Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 18  Review all the sections of the SOW and provide feedback if there are revisions to be made under any section of the document.  Provide details on requirements (as needed) during the initiation phase of the project.  Provide the information needed for implementation. Additional information will be provided in addition to what has been provided here.  Assign a specific point of contact during the entire course of the project for providing clarifications on any requirements that may be needed.  Actively participate in User Acceptance Testing during the testing phase.  Provide UAT feedback in a timely manner to Granicus during the UAT phase to be able to meet the delivery schedule.  Have internal employees who require access participate in the trainings provided by Granicus. Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 19 EXHIBIT B INSURANCE CERTIFICATE Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4 Docusign Envelope ID: 916F7B30-DF08-49BF-AEB5-53C33031EDD4