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HomeMy WebLinkAboutCalifornia Municipal Consultants, LLC - 2016-04-2100 CLIC _ California Municipal CONSULTANTS, LLC California Municipal Consultants, LLC 548 Market Street, Suite 86584 San Francisco, CA 94104 P: 310-600-4648 Invoice for: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 hvo'me Date: 3/18/16 Invoice#: HUN102 DUE DATE: TBD* DESCRIPTION: Short -Term, Vacation Rental (STVR) address and owner identification for properties listed on VRBO.com Mnnthly fPP Onp-T ma fPP VRBO.com SNR property address identification - initial $2,999.00 VRBO.com SNR property owner identification - initial $999.00 VRBO.com monthly monitoring with SNR address and owner identification $99.00 - 12 months Identify SNR properties showing, under 30 days - Initial $249.00 Monthly monitoring to identify SNR pr.operties showing under 30 days $35.00 - 12 months Total $1,608.05F $4,247.00 Invoice prepared by: Shawn Haydel * Initial due date is contingent upon Agreement execution date. Thank You. �Q Qo , CNIC Ual ►forni a N%n dpal r n N S U T A t:.^.zZ ,! 1. C TERMS AND CONDITIONS DEFINITIONS "Derivative Products" or " Derivatives" means all works created by you which incorporate all or part of the Licensed Product, including, but not limited to, any revision, modification, translation, abridgement, condensation, expansion, collection, compilation or any other form, or modification to the Licensed Product. "Licensed Products" means the products ordered by you. "STVR" means Short -Term Vacation Rental. "Visual Output" means printouts, plots, displays, printed matter and other visual representation of data. "We", "Us" or "Our" means California Municipal Consultants, LLC (CMC). "You" or "Your" means the legal entity for which you are accepting this "A", and affiliates of that entity. 1. DESCRIPTION OF SERVICES. Following the signing of these Terms and Conditions, CMC shall provide to City of Huntington Beach, the following Services (collectively, the "Services"): DELIVERABLE A: STVR property address identification for properties listed on VRBO.com. DELIVEABLE B: STVR properly owner identification (name and address) for properties listed on VRBO.com. DELIVERABLE C.- Identification of STVR properties showing under 30 days and properties showing over 30 days. DELIVERABLE D: Monthly STVR website monitoring with properly address and owner identification. DELIVERABLE E: Monthly STVR website monitoring to identify STVR properties showing under 30 days and properties showing over 30 days. *Licensed Products" shall be provided in CSV file format. 2. GRANT OF LICENCE. CMC hereby grants, and you hereby accept, subject to Terms. and Conditions of this Agreement, a non-exclusive, non -transferable and non -assignable right to use the Licensed Products provided from the effective date. You may produce Visual Output from Licensed Products provided and/or from Derivative Products. 3. OWNERSHIP OF LICENSED PRODUCTS. Data or records created CMC in the performance of Services are considered "work for hire" and, as such, shall become the property of the CITY for a period of 2 years. We shall not be held liable for any re -use or modification of the CITY -owned material for purposes outside of this Agreement. 4. PAYMENT. Payment shall be made to Cal Muni Consultants, LLC, 548 Market Street, Suite #86584, San Francisco, California 94104. City of Huntington Beach agrees to pay CMC as follows: DELIVERABLE A: 25% ($749.75) down payment due upon Terms and Conditions signing. Balance due ($2,249.25) within fourteen (14) days of the City of Huntington Beach receiving the CSV file. DELIVERABLE B: 25% ($249.75) down payment due upon Terms and Conditions signing. Balance due ($749.25) within fourteen (14) days of the City of Huntington Beach receiving the CSV file. DELIVERABLE C: 25% ($62.25) down payment due upon Terms and Conditions signing. Balance due ($186.75) within fourteen (14) days of the City of Huntington Beach receiving the CSV file. DELIVERABLE D: Monthly payments ($99 per month) every month for 12 months. DELIVERABLE E: Monthly payments ($35 per month) every month for 12 months. All invoices shall be paid by the CITY in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, you must make payment no later than thirty days after the invoice date. City of Huntington Beach shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if City of Huntington Beach fails to pay for the Services when due, CMC has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies. 5. TERM. This Agreement shall remain in effect for twelve (12) months following the signing of these Terms and Conditions. The Agreement may then be renewed or extended by mutual assent of both parties if so desired. 6. WARRANTY. Except for any express warranties provided herein, CMC makes no warranty of any kind, whether express, implied, or otherwise. CMC provides the Licensed Products on an "as is," as available basis. We do not make any representation, warranty or covenant whatsoever regarding availability or accuracy of the data. No agent of CMC is authorized to alter or exceed the warrantee obligations of CMC as set forth herein. We do not warrant that the data files or related emails sent are free of errors, omissions, viruses or other harmful components. 7. INDEMNIFICATION. CMC is not responsible or liable for any actions taken by the CITY, its officers, agents, and employees based on inaccurate data presented by us. CITY shall indemnify, defend and hold us, our officers, agents and employees harmless from and against any and all claims : ,.: California Municfpal CON.SULTANi,S, LtC TERMS AND CONDITIONS DEFINITIONS "Derivative Products" or " Derivatives" means all works created by you which incorporate all or part of the Licensed Product, including, but not limited to, any revision, modification, translation, abridgement, condensation, expansion, collection, compilation or any other form, or modification to the Licensed Product. "Licensed Products" means the products ordered by you. "STVR" means Short -Term Vacation Rental. "Visual Output" means printouts, plots, displays, printed matter and other visual representation of data. "We", "Us" or "Our" means California Municipal Consultants, LLC (CMC). "You" or "Your" means the legal entity for which you are accepting this "A', and affiliates of that entity. 1. DESCRIPTION OF SERVICES. Following the signing of these Terms and Conditions, CMC shall provide to City of Huntington Beach the following Services (collectively, the "Services"): DELIVERABLE A: STVR property address identification for properties listed on VRBO.com. DELIVEABLE B: STVR property owner identification (name and address) for properties listed on VRBO.com. DELIVERABLE C: Identification of STVR properties showing under 30 days and properties showing over 30 days. DELIVERABLE D: Monthly STVR website monitoring with property address and owner identification. DELIVERABLE E: Monthly STVR website monitoring to identify STVR properties showing under 30 days and properties showing over 30 days. *Licensed Products" shall be provided in CSV file format. 2. GRANT OF LICENCE. CMC hereby grants, and you hereby accept, subject to Terms and Conditions of this Agreement, a non-exclusive, non -transferable and non -assignable right to use the Licensed Products provided from the effective date. You may produce Visual Output from Licensed Products provided and/or from Derivative Products. MW and losses to the extent such are caused by the negligent acts, errors or omissions of the CITY in performance of this Agreement. 8. LIMITATION OF LIABILITY. CMC's aggregate or maximum liability in connection with any claim arising out of or relating to this Agreement shall be limited to a refund to the CITY no greater than the total amount charged by us for Services. 9. NON -ASSIGNABILITY. Neither party may assign or transfer this Agreement without prior written consent of the other parry. Any unauthorized assessment or transfer shall be null and void, and enable termination. This Agreement is binding upon any authorized successor or assignee. 10. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either parry. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for in this. 11. REMEDIES. in addition to any and all other rights a party may have available according to law, if a parry defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due); the other parry may terminate the Agreement by providing written notice to the defaulting parry. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have fifteen (15) days from the effective date of such notice to cure the default(s). Unless waived in writing by a parry providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. 12. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the parry unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the parry invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock -outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a parry if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 13. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the parties, and there are "no other promises or conditions in any other Agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral Agreements between the parties. 14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The City of Huntington Beach shall terminate the agreement at any time should it not be satisfied with the program or performance. 15. AMENDMENT. This Agreement may be modified or amended in writing by mutual Agreement between the parties, if the writing is signed by the party obligated under the amendment 16. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of California. 17. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, -to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party`s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 19. ATTORNEYS FEES. If any action is brought on this matter, each side is responsible for their own attorneys' fees and costs. Service Recipient: City of Huntin n B h By: Date: Service Provider: California Wnicipal Consultants, LLC By: 11i Shawn Haydel Date: 4 - JCI J G APPROVED AS TO FORM By: Mi ael Gates, City Attorney V\cp 4kz.ov.