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Item J07C ounty of M onroe {f `° " rel BOARD OF COUNTY COMMISSIONERS n Mayor David Rice, District 4 The FlOnda Key y m 1 �� Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting July 18, 2018 Agenda Item Number: J.7 Agenda Item Summary #4391 BULK ITEM: Yes DEPARTMENT: Code Compliance TIME APPROXIMATE: STAFF CONTACT: Christine Hurley (305) 292 -4441 N/A AGENDA ITEM WORDING: Approval of contract amendment 42 with Host Compliance for a two year extension, at a credited amount to the original contract for a software system that provides information regarding vacation rental activity. ITEM BACKGROUND: The original $97,239 contract with Host Compliance was to provide three software modules for a term of 1 year: • trend monitoring (monthly and live web delivered reporting and dashboard), • address identification (live web - delivered dashboard with complete address information on live vacation rental advertisements and postings online), and • rental activity- monitoring (outreach system for vacation rentals for assuring legal permitting and tax collections) in which staff commenced usage from May 17, 2017 (contract approval date) for a 1 year term, which was slated to end on May 17, 2018. Staff began working with trend monitoring and address identification within the software shortly after installation. Hurricane Irma occurred in September. Code Compliance staff were reassigned damage assessment duties and were unable to use the software for 4 months. Staff contacted Host Compliance and they agreed to authorize an additional 4 month extension to the contract, at no cost to the County to make up for the time lost because of the storm, moving the end date for use of the software to September 17, 2018 (amendment 41 to the initial contract is attached). The County has had great success with the software and the chart below demonstrates the increase in the number of cases per month since software usage. NOTE: 11 May, 2017; Host Compliance pliance softs4ort? Pu rchased 1.1. Septell1bri- Beceniller.. 2017. sof ware imp enielltat1011 and DO Code CompliAliCe hearillp dne to 11111"11Ca ne 111"a l eco%el"1 rtfoj tS Staff is seeking a 2 year renewal of the Host Compliance Software, which would be $194,476. There are 300+ identified locations of illegal vacation rentals (those being conducted within zoning districts that prohibit vacation rentals) and 700+ identified locations of unpermitted vacation rentals (those being conducted within the appropriate zoning districts that have not obtained permits for operation according to our ordinance). Because staff has been unable to utilize the rental activity monitoring Host Compliance has agreed to provide a credit of $38,945 in year 2 (the first renewal year) under the 2n amendment of the contract for the rental activity- monitoring module with a two - year extension to the contract. Therefore, the total two -year renewal will cost $155,531. The new contract expiration date will be September 17, 2020. Adequate funding exists from fines collected in the Vacation Rental enforcement program: Number of Vacation Rental Cases /Month May 20161 - 2017 -2018 tin AH 20 16 16 15 0_1 . y ill), NOTE II ,r ...... ............................... &^4 y rfnG fl�,r72t1 #,' Pr1av2G1F -A�. '120,'13 .............................................................................................................................................................................................................................................................. FAxq 2`318 s'j, 12019 ............................... D May 16 1, M +D IU.ne 13 13 3s Ufkly 16 1:7 0 f�Sep3en'�Ixr 2FJ i1 17 �t "feiaB�er 113 Cb ii ffi[letr� A..t n 0 G ®larv2u ry 19 12 d !Fehruary 13 21 0 ® march p 0Ap ©M'y M9 j, n E"d, 0,1_.yu ©, i,lrvA ­ N, 0 ..eri b, Mirs ti Otpr. NOTE: 11 May, 2017; Host Compliance pliance softs4ort? Pu rchased 1.1. Septell1bri- Beceniller.. 2017. sof ware imp enielltat1011 and DO Code CompliAliCe hearillp dne to 11111"11Ca ne 111"a l eco%el"1 rtfoj tS Staff is seeking a 2 year renewal of the Host Compliance Software, which would be $194,476. There are 300+ identified locations of illegal vacation rentals (those being conducted within zoning districts that prohibit vacation rentals) and 700+ identified locations of unpermitted vacation rentals (those being conducted within the appropriate zoning districts that have not obtained permits for operation according to our ordinance). Because staff has been unable to utilize the rental activity monitoring Host Compliance has agreed to provide a credit of $38,945 in year 2 (the first renewal year) under the 2n amendment of the contract for the rental activity- monitoring module with a two - year extension to the contract. Therefore, the total two -year renewal will cost $155,531. The new contract expiration date will be September 17, 2020. Adequate funding exists from fines collected in the Vacation Rental enforcement program: V1&M.1 Vp =MMNMMNMMMMNNM= rEC "AN FEE MARCH APFU- NUY UIE FT-LY U:GnT '_EFL TOTAL <R -',TD TOTAL RENTALS 73,fll 3102�'M W,14S U�Ixl 32 . ' ;K WIif S 10 U 3S�Xl 33• is 11 310:236 30 S52. M417 •37==, S14 3J39 T,120,1M S24, SS's s K.' S,.7;, S 11 464 S3 S'S,,0&-' 346,0'4 7- S I 23J 7 z,- 5.. 11,00fM ;:IiMc I - TAILT , r AME 'j 445 ' 354 72r "T - 4Q � -02 K 1 4 9S104P I 0OR F 1 1' 1 �x 13 1 29�7 1 1 �161618 Rq �K� -- , — -- — V1&M.1 Vp _W; rEC "AN FEE MARCH APFU- NUY UIE FT-LY U:GnT '_EFL TOTAL <R -',TD TOTAL RENTALS 73,fll 3102�'M W,14S U�Ixl 32 . ' ;K WIif S 10 U 3S�Xl 33• is 11 310:236 30 S52. M417 •37==, S14 3J39 T,120,1M S24, SS's s K.' S,.7;, S 11 464 S3 S'S,,0&-' 346,0'4 7- S I 23J 7 z,- 5.. 11,00fM ;:IiMc I - TAILT , r AME 'j 445 ' 354 72r "T - 4Q � -02 K 1 4 9S104P I 0OR F 1 1' 1 �x 13 1 29�7 1 1 �161618 Rq �K� -- , — -- — PREVIOUS RELEVANT BOCC ACTION: Host Compliance Software purchase: 5/17/17. Host Compliance Contract Amendment #1: 12/13/17. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. 30 K-2016 FL= W.. ITLAR N(7; EK FEE 4LAFCH -APPIL y,Lky I[.'\E. 7 Lly -AITi ' HPT TOTAL ]RA-�D DOTAL PENTAU V X ;15 11, T1 i 1n �; U 7_; q- -21 x. ,- Is O - 4- 4 114 " XA - M417 S1413t' .- Q C LLFTIO,Nz ; -9 1 1 1 1 1;3 _�n7 � ,-L2 ? j - �u - ,i T�n,� z,- 5.. W-, -4 1 � 51s Z; I Na Q M-a - . m . CTHAMT 51,T3 94,-MJM 1015D2SNL5D sngis-50 -� , —Ld A ;q Rq �K� -- , — -- — PREVIOUS RELEVANT BOCC ACTION: Host Compliance Software purchase: 5/17/17. Host Compliance Contract Amendment #1: 12/13/17. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: 2nd amendment of Host Compliance Contract Code Compliance.VR + Collections Report.May, 2018 Vacation Rental Report.May, 2018.062218 Host Compliance Contract 1st amendment of Host Compliance Contract -STWIl - Final - Executed by Host Compliance FINANCIAL IMPACT: Effective Date: September 17, 2018 Expiration Date: September 17, 2020 Total Dollar Value of Contract: $194,476 value — discounted by $38,945 for credit for rental monitoring activity for a total two year amount due of $155,531 Total Cost to County: $155,531 Current Year Portion: $58,343.00 (for contract portion beginning September 17, 2018) and $97,238.00 (for contract portion beginning September 17, 2019) Budgeted: Source of Funds: 148 or Fines Collected from enforcement CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: If yes, amount: "N /A" REVIEWED BY: Steve Williams Completed Cynthia McPherson Completed Assistant County Administrator Christine Hurley 06/26/2018 2:13 PM Jaclyn Carnago Completed Budget and Finance Completed Maria Slavik Completed Kathy Peters Completed Board of County Commissioners Pending 06/26/2018 10:17 AM 06/26/2018 12:58 PM Completed 07/02/2018 2:55 PM 07/02/2018 5:12 PM 07/03/2018 7:26 AM 07/03/2018 5:24 PM 07/18/2018 9:00 AM Second Amendment to the Host Compliance Services Agreement Between Host Compliance LLC and Monroe County THIS SECOND AMENDMENT is entered into the _ day of July, 2018 between Host Compliance LLC (Host Compliance) and the Monroe County Board of County Commissioners (County). WHEREAS, the contract between HOST COMPLIANCE and the COUNTY was entered into May 17, 2017; and WHEREAS, on December 13, 2017 Host Compliance and Monroe County entered into the first amended agreement extending the Contract 4- months at no cost with a new expiration date of September 17, 2018; and NOW THEREFORE, the parties hereto, for valuable consideration and the mutual promises between the parties, hereby amend its agreement as follows: Section 5, Term and Termination: 5.2. Term. The original contract commenced May 17, 2017 and ended May 17, 2018. Due to hurricane Irma, Host Compliance agreed in the 1 St amendment to the contract to extend the agreement for four additional months at no cost to September 17, 2018. Therefore, the new contract term shall be extended for two years commencing on the extension date of the first amendment which is September 17, 2018 through September 17, 2020. A credit of $38,945.00 will be applied to the first year renewal for a total amount of $58,343.00. The second year renewal will revert to the original amount of $97,238.00. 5.3 Termination for Convenience. The County may terminate the Subscription and all funds paid under this Agreement will be refunded upon termination based on a monthly prorata share and future commitments waived if the State Statutes on vacation rentals change so as to take away Monroe County's enforcement ability. 3. All other terms and conditions of the May 17, 2017 Agreement between the parties, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed in their respective names as first written above. Kevin Madok, Clerk For Monroe County By: Mayor David Rice Page 1 1 Host Compliance Second Amendment to Contract 2017-2018FISC'AL1EAR s­ S y' 11 S9 9c's - 7� . .... . . .. .. . ....... s - - - - - - ---------- ................................ . . . . . .. . ...... DC7 DEC j FEB l-'T, C H ? ,TICN RPITAE '-'LLECTICNE 1 -__' D, J - 1-1 1 1 - -, 2017-2018 FISCAL ll .AR OCT NOV DEC OCT NOV DEC JAN FEB NLILRCH APRIL 'CLAY JUNE JULY AUG SEPT TOTAL GRAND TOTAL VACATION RENTALS $31- $26.455 $27.100 $9.908 $59.950 $118.731 $85315 $225:095 E E-77 7�-77- C O LLECTIONS $583.755 $120A92 COLLECTIONS $54342 $58.996 $188.866 $1.650 $47.778 $7.950 $9.104 $4.760 $0 $ 1.003.620 $1.526.610 M117MI'M $373,4361 $957 CUNfULATRTE 85,543 170,994 386,90 398,518 506,246 632,926, 727,346, 957,191, 1,526,61 827,086 882,467 952,9811 T- 1 2017-2018FISC'AL1EAR s­ S y' 11 S9 9c's - 7� . .... . . .. .. . ....... s - - - - - - ---------- ................................ . . . . . .. . ...... DC7 DEC j FEB l-'T, C H ? ,TICN RPITAE '-'LLECTICNE 1 -__' D, J - 1-1 1 1 - -, 2010-2017flSICALYR 20153016 04 OCT NOV DEC JAN FEB NLARCH � APRIL MAY r- JULY AUGUST w TOT-ILL � GRANDTOTAL E $73.611 $108:012 $50.148 $3300 $30.988 $43.116 $10.136 $53M1 $36326 $19.1 16 $105- E E-77 7�-77- C O LLECTIONS $143J39 $120A92 $224390 $16J10 $50379 $10T464 $36A93 $6M69 $45:064 2010-2017flSICALYR 20153016 FISCAL YEAR OCT NOV DEC JAN FEB NLARCH � APRIL MAY JUNTE JULY AUGUST SEPT TOT-ILL � GRANDTOTAL VACATION RENTALS $73.611 $108:012 $50.148 $3300 $30.988 $43.116 $10.136 $53M1 $36326 $19.1 16 $105- $0 $522.990 $14.600 C O LLECTIONS $143J39 $120A92 $224390 $16J10 $50379 $10T464 $36A93 $6M69 $45:064 $72342 $123J78 $0 $ 1.003.620 $1.526.610 M117MI'M 217,150 445,354 720,292 740,102 811,469 962,049 1;0 1,124,948 1,206,338 1,297,796 1,526,610 1,526,61 827,086 882,467 ;T. X C. sc s X . . . . . ........ DC7 DEC 2016--017 FISCALYEAR ..... . ... S;3X FEB l-'T, C H . -_Ti-1 0 ­ 0 0 ammm s C m 20li--'016 FISCALYEAR 20153016 FISCAL YEAR OCT NOV DEC JAN FEB 'LARCH APRIL 'CLAY � JUNTE I -' AUG SEPT TOTAL, GRANDTOTAL VACATION RENTALS $6.600 $5.600 $17N0 $,:,,o $12.193 $13.606 $5.830 $28.400 $13350 $20345 $14.600 $2.418 $142362 COLLECTIONS $45.238 $37.517 $46248 $102.969 $33:057 $71.204 $186.837 $88368 $57.995 $32309 $40381 $68:0961 $810A191 $952.981 CUMULAMTE 51,83800 94,85500 158,1 263,29150 308,54150 393,251 50 585,91850 702,687 774, 827,086 882,467 952,9811 1 20li--'016 FISCALYEAR CL E 0 0 z: .. . . . ..... . . ........... .... . . ... �588368 . ............. .... .. . ... ..... ........ . . . ......... .. S DC7 DEC j FEB - �Tl-1 - 0 � 'C'7 =� LLEC7 C�0 0 CL E 0 0 z: NOTE: I. May, 2017: Host Compliance software purchased H. Septeinber-December, 2017: soffivare implementation and no Code Compliance hearings due to Hurricane Irina recovery efforts Number of Vacation Rental Cases/Month May 2016-2017-2018 40 36 35 33 77 30 25 24 - 20 21 19 20 16 16 5 15 33 la 12 12 12 NOTE II G 0 () 0 0 0 0 0 0 0 0 0 0€ 0 0 May 2016- A May 2017-April 2018 May 2018- April 2019 El May 16 12 36 F-I June 13 13 39 E July 16 12 0 E3 August 3 12 0 E3 September 20 0 0 E actober 18 0 0 0 November 15 0 0 S December 0 0 0 M Janaury 19 12 0 E February 13 21 0 E March 13 24 0 13 April 8 33 0 [B May D J u r e EJLIIY E]AugUst USepternber E October 0 November E December Wanaury M February IM March ElApril NOTE: I. May, 2017: Host Compliance software purchased H. Septeinber-December, 2017: soffivare implementation and no Code Compliance hearings due to Hurricane Irina recovery efforts Host Compliance Services Agreement THIS SERVICES AGREEMENT (the "Agreement ") is entered into as of the May 17, 2017 (the "Effective Date "), between Host Compliance LLC, ( "Host Compliance ") and Monroe County Code Compliance, with an address at 2798 Overseas Highway, Marathon, FL 33050 (the "County "). This Agreement sets forth the terms and conditions under which Host Compliance agrees to license to the County certain hosted software and provide all other services necessary for the County's productive use of such software (the "Services ") as further described in the attached Schedule 1. NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the Host Compliance and County agree as follows: Section 1- Services 1.1 Subscriptions. Unless otherwise provided in the attached Schedule 1, (a) Services are purchased as subscriptions, (b) additional service subscriptions may be added during a subscription term, with the pricing for such additional services, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscription. 1.2 Provision of Services. County and County's end -users ( "End Users ") may access and use the Services and any other Services that may be ordered by the County from time to time pursuant to a valid subscription in accordance with the terms of this Agreement. 1.3 Facilities and Data Processing. Host Compliance will use, at a minimum, industry standard technical and organizational security measures to store data provided by County, or obtained by County through the use of the Services ( "County Data "). These measures are designed to protect the integrity of County Data and guard against unauthorized or unlawful access. 1.4 Modifications to the Services. Host Compliance may update the Services from time to time. If Host Compliance updates the Services in a manner that materially improves functionality, Host Compliance will inform the County. Section 2 - County Obligations 2.1 County Administration of the Services. Host Compliance' responsibilities do not extend to internal management or administration of the Services. County is responsible for: (i) maintaining the confidentiality of passwords and accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators' use of the Services complies with this Agreement. 2.2 Compliance. County is responsible for use of the Services and will comply with laws and regulations applicable to County's use of the Services, if any. 2.3 Unauthorized Use & Access. County will prevent unauthorized use of the Services and terminate any unauthorized use of or access to the Services. County will promptly notify Host Compliance of any unauthorized use of or access to the Services. 2.4 Restricted Uses. County will not and will ensure that its End Users do not: (i) sell, resell, or lease the Services; or (ii) reverse engineer or attempt to reverse engineer the Services, nor assist anyone else to do SO. 2.5 Third Party Requests. 1 2.5.1 "The Party Request" means a request from a third party for records relating to County's or an End User's use of the Services including information regarding an End User. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure. 2.5.2 County is responsible for responding to Third Party Requests via its own access to information policies. County will seek to obtain information required to respond to Third Party Requests and will contact Host Compliance only if it cannot obtain such information despite diligent efforts. 2.5.3 If Host Compliance receives a Third Party Request, Host Compliance will make reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify County of Host Compliance's receipt of a Third Party Request; (B) comply with County's reasonable requests regarding efforts to oppose a Third Party Request; and (C) provide County with information or tools required for County to respond to the Third Party Request (if County is otherwise unable to obtain the information). If County fails to promptly respond to any Third Party Request, then Host Compliance may, but will not be obligated to do so. 2.5.4 If County receives a Third Party Request for access to the Services, or descriptions, drawings, images or videos of the Services' user interface, County will make reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Host Compliance of County's receipt of such Third Party Request; (B) comply with Host Compliance's reasonable requests regarding efforts to oppose a Third Party Request; and (C) provide Host Compliance with information required for Host Compliance to respond to the Third Party Request. If Host Compliance fails to promptly respond to any Third Party Request, then County may, but will not be obligated to do so. 2.5.5 Any real or perceived conflict between this section (2.5- 2.5.5) and section 8.9 of this agreement shall be resolved by section 8.9 controlling and superseding sections 2.5- 2.5.5. Section 3 - Intellectual Property Rights 3.1 Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Host Compliance any intellectual Property Rights in the County Data or (ii) County any Intellectual Property Rights in the Services, any other products or offerings of Host Compliance, Host Compliance trademarks and brand features, or any improvements, modifications or derivative works of any of the foregoing. "Intellectual Property Rights" means current and future worldwide rights under patents, copyright, trade secret, trademark, moral rights and other similar rights. 3.2 Suggestions. Host Compliance may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, and license and sub - license, any feedback, comments, or suggestions County or End Users send Host Compliance or post in Host Compliance' online forums without any obligation to County. Section 4 - Fees & Payment 4.1 Fees. 4.1.1 County will pay Host Compliance for all applicable fees upfront annually. 4.1.2 County will pay any amounts related to the Services as per payment terms detailed on the applicable invoice. Unless otherwise indicated, all dollar amounts referred to in the Agreement are in U.S. funds. 4.1.3 County acknowledges that while it may choose to delay the implementation of the Services, this is not a valid reason for withholding payment on any invoices. Furthermore, the County will not withhold payment on any invoices for any other reason. 4.1.4 Except as expressly provided on Schedule 1, renewal of promotional or one -time priced subscriptions will be at Host Compliance's applicable list price in effect at the time of the applicable renewal. Unless Host Compliance provide County notice of different pricing at least 75 days prior to the applicable renewal term, the per unit pricing during any renewal term will increase by the larger of the 12 -Month Consumer Price Index (not seasonally adjusted), as published by the United States Department of Labor, or five (5) percent. Notwithstanding anything to the contrary, any renewal in which the number of monitored short-term rental listings has increased or decreased from the prior term will result in re- pricing at renewal without regard to the prior term's per -unit pricing. 4.2 Taxes. County is responsible for all taxes. Host Compliance will charge tax when required to do so. If County is required by law to withhold any taxes, County must provide Host Compliance with an official tax receipt or other appropriate documentation. 4.3 Purchase Orders. If County requires the use of a purchase order or purchase order number, County (i) must provide the purchase number at the time of purchase and (ii) agrees that any terms and conditions on a County purchase order will not apply to this Agreement or the Services provided hereunder and are null and void. Section 5 - Term & Termination 5.1 County Authority. This agreement has been duly noticed at a legally held public meeting conducted in Monroe County, Florida, COUNTY'S performance and obligation to pay under this contract, is contingent upon annual appropriation by the Board of County Commissioners. 5.2 Term. The initial term of this Agreement shall be one year commencing on the Effective Date, which shall automatically renew for a further period of one year upon each expiry of the then current term, unless either party provides written notice to the other party of it intention not to renew at least 30 days prior to the end of the then current term. That said, the time period until the earlier of (a) the 6 -month anniversary of the Effective Date, or (b) the start date of County's systematic or mass outreach activities utilizing the data obtained through the Services (traditional mail, electronic mail, and /or telephone campaigns), or (c) termination by Host Compliance in our sole discretion, shall be considered a trial period ( "Trial Period "). 5.3 Termination for Convenience. If, for any reason during the Trial Period, County is dissatisfied with the Services, County may terminate the Subscription and all funds paid under this Agreement will be refunded and future commitments waived. 5.4 Effects of Termination for Convenience. If this Agreement is terminated by County in accordance with Section 5.2 (Termination for Convenience): (i) the rights granted by Host Compliance to County will cease immediately and County will no longer have the right to utilize the data obtained through the use of the Services for systematic or mass outreach activities (including traditional mail, electronic mail, and /or telephone campaigns); and (ii) after a reasonable period of time, Host Compliance may delete any County Data relating to County's account. The following sections will survive expiration or termination of this Agreement: 2.5 (Third Party Requests), 3.0 (Intellectual Property Rights; Confidentiality), 4.0 (Fees & Payments), 5.2 (Termination for Convenience), 5.3 (Effects of Termination for Convenience), 6.0 (Indemnification), 7.0 (Exclusion of Warranties; Limitation of Liability), and 8.0 (Miscellaneous). 5.5 Termination for Breach: Following the Trial Period, a party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach. 3 5.6 Refund or Payment upon Termination for Breach. If this Agreement is terminated by County in accordance with Section 5.4 (Termination for Breach), Host Compliance will refund County any prepaid fees covering the remainder of the term of all Subscriptions after the effective date of termination. If this Agreement is terminated by Host Compliance in accordance with Section 5.4 (Termination for Breach), County will pay any unpaid fees covering the remainder of the term of the Agreement. In no event will County's termination after the first 6 months relieve County of its obligation to pay any fees payable to Host Compliance for the period prior to the effective date of termination. 5.7 Effects of Termination for Breach. If this Agreement is terminated in accordance with Section 5.4 (Termination for Breach): (i) the rights granted by Host Compliance to County will cease immediately (except as set forth in this section); (ii) Host Compliance may provide County access to its account at then - current fees so the County may export its County Data; and (iii) after a reasonable period of time, Host Compliance may delete any County Data relating to County's account. The following sections will survive expiration or termination of this Agreement: 2.5 (Third Party Requests), 3.0 (Intellectual Property Rights; Confidentiality), 4.0 (Fees & Payments), 5.5 (Refund or Payment upon Termination for Breach), 5.6 (Effects of Termination for Breach), 6.0 (Indemnification), 7.0 (Exclusion of Warranties; Limitation of Liability), and 8.0 (Miscellaneous). Section 6 - Indemnification 6.1 By Host Compliance. Host Compliance will indemnify, defend and hold harmless County from and against all liabilities, damages, and costs (including settlement costs and reasonable attorney's fees) arising out of any claim by a third party against County to the extent based on an allegations that Host Compliance' technology used to provide the Services to the County infringes or misappropriates any copyright, trade secret, patent or trademark right of the third party. 6.2 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. The indemnities above are Host Compliance' and County's only remedy under this Agreement for violation by the other party of a third party's Intellectual Property Rights. Section 7 - Exclusion of Warranties; Limitation of Liability 7.1 Exclusion of Warranties. Except as explicitly set forth in this Agreement, Host Compliance makes no other representation, warranty or condition, express or implied, and expressly excludes all implied or statutory warranties or conditions of merchantability, merchantable quality, durability or fitness for a particular purpose, and those arising by statute or otherwise in law or from a course of dealing or usage of trade with respect to the Services. Host Compliance does not make any representations or warranties of any kind to client with respect to any third party software forming part of the Services 7.2 Limitation on Indirect Liability. To the fullest extent permitted by law, except for Host Compliance and County's indemnification obligations hereunder, neither County nor Host Compliance and its affiliates, suppliers, and distributors will be liable under this Agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages, or (ii) loss of use, data, business, revenue, or profits (in each case whether direct or indirect), even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose. 4 7.3 Limitation on Indirect Liability. To the fullest extent permitted by law, Host Compliance' aggregate liability under this Agreement will not exceed the amount paid by County to Host Compliance hereunder during the twelve months prior to the event giving rise to liability. Section 8 — Miscellaneous 8.1 Terms Modification. All modifications to this Agreement shall be by written addenda executed and signed by both parties. 8.2 Entire Agreement. The Agreement including the invoice and order form provided by Host Compliance, constitutes the entire agreement between County and Host Compliance with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: this Agreement, then the invoice, then the order form. 8.3 Governing Law. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the State of Florida. 8.4 Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable and the remaining provisions of the Agreement will remain in full effect. 8.5 Waiver or Delay. Any express waiver or failure to exercise promptly any right under the Agreement will not create a continuing waiver or any expectation of non - enforcement. 8.6 Assignment. County may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Host Compliance. Host Compliance may not assign this Agreement without providing notice to County, except Host Compliance my assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void. 8.7 Force Majeure. Except for payment obligations, neither Host Compliance nor County will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action and Internet disturbance). 8.8 Procurement Piggybacking. Host Compliance agrees to reasonably participate in any "piggybacking" programs pertinent to local government. 8.9 Public Records Compliance Host Compliance must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Host Compliance shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Host Compliance in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by Host Compliance. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. 5 Host Compliance is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Host Compliance shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform service. 2. Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes (2016), as may be amended or revised, or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completing of this contract if the Host Compliance does not transfer records to the County. 4. Upon completing of the Contract, transfer, at no cost, to the County all public records in possession of the Host Compliance or keep and maintain public records required by the County to perform the service. If the Host Compliance transfers all public records to the County upon completion of this Contract, the Host Compliance shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Host Compliance keeps and maintains public records upon completion of this Contract, the Host Compliance shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian public records, in a format that is compatible with the information technology systems of the County. 5. A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify Host Compliance of the request, and Host Compliance must provide the records to the County or allow the records to be inspected or copied within a reasonable time. IF HOST COMPLIANCE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119 FLORIDA STATUTES, AS TO THE HOST COMPLIANCE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS BRIAN BRADLEY AT PHONE# 305 -292- 3470 BRADLEY- BRIAN@MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 111112TH Street, SUITE 408, KEY WEST, FL 33040. IN WITNESS WHEREOF Host Compliance and the County have executed this Agreement as of the Effective Date. AA ode Compliance by its authorized Host Compliance LLC by its authorized signatory: p o ry ,SST Its DOK, CLERK BOARD OF COUNTY COMMISSIONERS �?� tf` OF MONROE COUNTY, FLORIDA = w C4 Cl) Deputy Clerk Mayor George Neugent b; (SEAL) p Cynt Ja McPher Direc or of Code mpliance Date: 15_'S_ 1 1 STATE OF CA ,� 1 COUNTY OF Ulrik Binzer Chief Executive Officer Date: 9 /Z-s) ZO The foregoing instrument was ackno led a before me thi day of O Pyl 1 2017, by U r(� 12! l'1 as Yr�S,`�eu, � Ce C? for Host Compliance L.L.C. Notary Pubic 14 ��� �(�► M or1 TIMOTHY PATRICK SOLOMON COMM. #2187127 Z Print name _� Notary Public . California ;0 My commission expires: �1 a / Seal Marin County ° ` Comm. Ex Tres Mar. 19, 2021 7 MON of COUNTY A ORNEY AP VBK2YED AS T RM: , G—) — �8' I f: N T. WILLIAMS ASSISTANT COU TY ORNEY Date 3r Schedule 1 Scope of Services: Trend Monitoring Monthly email - delivered report and live web - delivered dashboard with aggregate statistics on the short-term rental activity in Monroe County Code Compliance's jurisdiction: • Active monitoring of jurisdiction's short-term rental listings across 15+ STR websites • Monthly analysis of jurisdiction's STR 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 Monroe County Code Compliance's jurisdiction: • Up -to -date list of jurisdiction's active STR listings • High resolution screenshots of all active listings (captured weekly) • Full address and contact information for all identifiable STRs in jurisdiction • All available listing and contact information for non - identifiable STRs in jurisdiction Rental Activity Monitoring Ongoing monitoring of jurisdiction's short-term rental properties for signs of rental activity: • Automatic monitoring of review activity across 15+ STR websites • Weekly screenshots of reviews and calendars for each active listing • Quarterly pro- active, systematic and data - informed outreach to short-term rental operators regarding their tax remittance obligations (using jurisdiction's form letters) • Documentation of information that serves as the foundation for the suspicion of rental activity • Custom reports and analysis to support STR related investigations Note: Detailed rental activity monitoring requires 6 months of data accumulation to be most effective. Total Annual Subscription Service Price Note: Above pricing assumes 2593 short-term rental listings in Monroe County's jurisdiction. $97,238 9 First Amendment to the Host Compliance Services Agreement Between Host Compliance LLC and Monroe County THIS FIRST AMENDMENT is entered into the 18 day of October, 2017 between Host Compliance LLC (Host Compliance) and the Monroe County Board of County Commissioners (County). WHEREAS, the contract between HOST COMPLIANCE and the COUNTY was entered into May 17, 2017; and WHEREAS, on September 10, 2017, Hurricane Irma severely impacted Monroe County and has impacted the County's ability to carry one normal day to day operations and it's ability to begin utilization of new software; and WHEREAS, HOST COMPLIANCE agrees to license to the COUNTY certain hosted software and provide all other services necessary for the County's productive use of such software; and NOW THEREFORE, the parties hereto, for valuable consideration and the mutual promises between the parties, hereby amend its agreement as follows: Section 5, Term and Termination: 5.2. Term. The contract shall be extended 4 months with all other aspects of the previous contract remaining in place. The new start date will not affect any financial considerations by either party and there are no financial repercussions as a result of the hurricane- induced delayed start date. The Agreement shall automatically renew for a further period of one year upon each expiry of the then current term, unless either party provides written notice to the other party of its intention not to renew at least 30 days prior to the end of the current term. That said, the time period until the earlier of (a) the 6 -month anniversary of the Effective Date, or (b) the start date of County's systematic or mass outreach activities utilizing the data obtained through the Services (traditional mail, electronic mail, and /or telephone campaigns), or (c) termination by Host Compliance in our sole discretion, shall be considered a trial period ( "Trial Period "). 2. All other terms and conditions of the May 17, 2017 Agreement between the parties, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed in their respective names as first written above. Kevin Madok, Clerk By: Deputy Clerk (SEAL) For Monroe County By: Mayor George Neugent Page 1 1 Host Compliance First Amendment to Contract U1rik Binzer f Chief Executive Officer Date: 11/1/2017 Page 12 Host Compliance First Amendment to Contract