HomeMy Public PortalAboutAgreement_2024-03-28 to 72027-03-28_Avenu Insights & Analytics, LLC_Targeted Web Monitoring for short term rental websites, Airbnb, HomeAway, Flipkey, Booking, Vacasa, Evolve, Corporate Housing, Craiglist_23-026AGREEMENT FOR SERVICES
BY AND BETWEEN
THE CITY OF TEMPLE CITY,
A MUNICIPAL CORPORATION
AND
Avenu Insights & Analytics, LLC
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
AVENU INSIGHTS & ANALYTICS, LLC
This Agreement for Services ("Agreement") is entered into as of this day of
March, 2024 by and between the City of Temple City, a municipal corporation ("City")
and Avenu Insights & Analytics LLC, a Delaware corporation ("Service Provider"). City
and Service Provider are sometimes referred to individually as "Party" and collectively
as the "Parties."
RECITALS
A. City has sought, by direct negotiation, the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of an informal renewal quote for
the performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Agreement and the city manager of the City (hereinafter referred to as the
"City Manager") has authority to execute this Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for 3 (Three) years commencing on the date
first ascribed above.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, as determined by the City in its sole and absolute discretion, the Service
Provider shall be deemed to be in Default of this Agreement. The City, in its sole
discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Service Provider to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized by City in advance and in writing in
accordance with Section 26 "Administration and Implementation" or Section 28
"Amendment" of this Agreement. If and when such additional work is authorized, such
additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed twenty four thousand two hundred seventy five
dollars ($24,275), unless additional compensation is approved by City in writing in
accordance with Section 26 "Administration and Implementation" or Section 28
"Amendment" of this Agreement.
(b) Each month Service Provider shall furnish to City an original invoice for all
work performed and expenses incurred during the preceding month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and subcontractors. Subcontractor charges shall be detailed by
the following categories: labor, travel, materials, equipment and supplies. If the
compensation set forth in subsection (a) and Exhibit "B" includes payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor
category in each invoice shall include detailed descriptions of task performed and the
amount of time incurred for or allocated to that task. City shall independently review
and approve, in City's sole discretion, each invoice submitted by the Service Provider to
determine whether the work performed and expenses incurred are in compliance with
the provisions of this Agreement. In the event that no charges or expenses are
disputed, the invoice shall be approved and paid according to the terms set forth in
subsection (c). In the event any charges or expenses are disputed by City, the original
invoice shall be returned by City to Service Provider for correction and resubmission.
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider nor shall payment to Service Provider be deemed a waiver of any other breach
or default by Service Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to fraud.
Acceptance of any of Service Provider's work by City shall not constitute a waiver of
any of the provisions of this Agreement including, but not limited to, Section 16
"Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents (whether digital, physical
or otherwise) prepared, developed, received or discovered by Service Provider in the
course of providing the Services pursuant to this Agreement shall become the sole
property of City and may be used, reused or otherwise disposed of by City without the
permission of the Service Provider. Upon completion, expiration or termination of this
Agreement, Service Provider shall turn over to City all such original maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files,
files and other documents. All documents shall be turned over to City within thirty (30)
days upon completion, expiration or termination of this Agreement.
If and to the extent that City utilizes for any purpose not related to this Agreement
any maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files or other documents prepared, developed or discovered by
Service Provider in the course of providing the Services pursuant to this Agreement,
Service Provider's guarantees and warranties in Section 9 "Standard of Performance" of
this Agreement shall not extend to such use of the maps, models, designs, drawings,
photographs, studies, surveys, reports, data, notes, computer files, files or other
documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and other records
demonstrating or relating to Service Provider's performance of the Services. Service
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Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records (whether digital, physical or otherwise)
evidencing or relating to work, services, expenditures and disbursements charged to
City pursuant to this Agreement. Any and all such documents or records shall be
maintained in accordance with generally accepted accounting principles and shall be
sufficiently complete and detailed so as to permit an accurate evaluation of the services
provided by Service Provider pursuant to this Agreement. Any and all such documents
or records shall be maintained for at minimum three (3) years from the date of
termination of this Agreement and to the extent required by laws relating to audits of
public agencies and their expenditures, whichever period of time is longer.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so, as determined by City in its sole and absolute
discretion; otherwise, unless an alternative is mutually agreed upon, such documents
and records shall be made available at Service Provider's address indicated for receipt
of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded for any
reasonable reason, including due to dissolution or termination of Service Provider's
business, City may, by written request, require that custody of such documents or
records be given to the City. Unconditional access to such documents and records
shall be granted to City, as well as to its successors -in -interest and authorized
representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
Contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such authority
is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City nor any elected or appointed boards, officers, officials, employees
or agents of City shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers,
employees or agents, shall obtain any rights to retirement, health care or any other
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benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at all times faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service
Provider's work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City nor any elected or appointed boards, officers, officials,
employees or agents of City shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS.
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases of
construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, sexual orientation,
age, physical handicap, medical condition, marital status or other legally protected class
in connection with or related to the performance of this Agreement.
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SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sea., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Service Provider so employ such unauthorized aliens for the
performance of the Services, and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed, together with
any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written consent
of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or
the appearance of any conflicts of interest with the interests of City in the performance
of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non -
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(c) City understands and acknowledges that Service Provider will perform
non -related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
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performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary", provided Service Provider gives City written notice of such court
order or subpoena prior to Service Provider's response to said subpoena or court order.
(c) If Service Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorneys' fees, caused by or
incurred as a result of Service Provider's conduct.
(d) Service Provider shall promptly notify City should Service Provider, its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the
unilateral right, but has no obligation, to represent Service Provider or be present at any
deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery
requests provided by Service Provider before submission of such discovery responses.
However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response, nor shall City be responsible for any
deadlines imposed upon Service Provider.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall immediately indemnify, protect, defend (using
legal counsel reasonably approved by City) and hold harmless City and any and all of
its officials, employees and agents ("Indemnified Parties") from and against any and all
liability (including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs of any
kind, whether actual, alleged or threatened, including attorneys' fees and costs, court
costs, interest, defense costs, and expert witness fees) arise out of, are a consequence
of, or are in any way attributable to, in whole or in part, any negligent or wrongful or
willful act, error or omission of Service Provider, or by any individual or entity for which
Service Provider is legally liable, including but not limited to officers, agents, employees
or sub -Service Providers of Service Provider, in the performance of professional
services under this Agreement. Should conflict of interest principles preclude a single
legal counsel from representing both City and Service Provider, or should City find
Service Provider's legal counsel unacceptable, then Service Provider shall reimburse
City its costs of defense, including without limitation attorney fees, expert fees and all
other costs and fees of defense and litigation. Service Provider shall promptly pay any
final judgment rendered against the City (and its officers, employees, agents and
volunteers) with respect to claims determined by a trier of fact to have been the result of
the Service Provider's negligent, reckless or wrongful performance. It is expressly
understood and agreed that the foregoing provisions are intended to be as broad and
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inclusive as is permitted by the law of the State of California and will survive termination
of this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend (using legal counsel reasonably approved by
City) and hold harmless City, and any and all of its employees, officials and agents from
and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys' fees and
costs, court costs, interest, defense costs, and expert witness fees), where the same
arise out of, are a consequence of, or are in any way attributable to, in whole or in part,
the performance of this Agreement by Service Provider or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or sub -Service Providers of Service Provider. Should conflict of interest
principles preclude a single legal counsel from representing both City and Service
Provider, or should City find Service Provider's legal counsel unacceptable, then
Service Provider shall reimburse City its costs of defense, including without limitation
attorney fees, expert fees and all other costs and fees of defense and litigation. Service
Provider shall promptly pay any final judgment rendered against the City (and its
officers, employees, agents and volunteers) with respect to claims determined by a trier
of fact to have been the result of the Service Provider's negligent, reckless or wrongful
performance. It is expressly understood and agreed that the foregoing provisions are
intended to be as broad and inclusive as is permitted by the law of the State of
California and will survive termination of this Agreement.
•
(c) Indemnification from Subcontractors. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any other person or entity involved by, for,
with or on behalf of Service Provider in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Service Provider fails to
obtain such indemnity obligations from others as required herein, Service Provider
agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth herein is binding on the successors, assigns or heirs of
Service Provider and shall survive the termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section
to the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design
professional to claims, suits, actions,. arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
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accordance with the applicable provisions of the California Business and Professions
Code. The obligation to defend contained herein shall begin immediately upon notice
from City of such duty. In the event a design professional is found to have partial or no
liability pursuant to Civil Code Section 2782.8, the design professional shall be
permitted to seek reimbursement for defense costs, including attorneys' fees, but shall
be obligated to provide for immediate defense and indemnity to City upon request.
(e) City's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
(f) Limitation of Liability. For all other claims against the Consultant where
liability is not otherwise set forth in the Agreement as being without limitation, and
regardless of the basis on which the claim is made, Consultant's liability for direct
damages, shall be two times the charges for services rendered by the Consultant under
the Agreement. Unless otherwise specifically enumerated herein mutually agreed
between the parties, neither party shall be liable to the other for special, indirect or
consequential damages, including lost data or records (unless the Consultant is
required to back-up the data or records as part of the work plan), even if the party has
been advised of the possibility of such damages. Neither party shall be liable for lost
profits, lost revenue or lost institutional operating savings.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager in City's sole and absolute discretion.
Service Provider agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities that will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
or transfer this Agreement or any portion of this Agreement or the performance of any of
Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to Section
20 "Termination of Agreement." City acknowledges, however, that Service Provider, in
the performance of its duties pursuant to this Agreement, may utilize subcontractors as
permitted by this Agreement.
SECTION 19. CONTINUITY OF PERSONNEL.
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Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City in writing of any changes in Service
Provider's staff and sub -Service Providers, if any, assigned to perform the Services
prior to and during any such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fails to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
"Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reason(s) for the default. The notice shall
include the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended by City, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment
on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement. Any
payment made pursuant to this Section does not constitute a waiver of, or a consent to,
any present or future violation of or default of this Agreement.
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SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The
term and price of this Agreement shall be equitably adjusted for any delays due to such
causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices to be given by either party shall be in writing and shall be sufficiently
given or made by (i) delivery in person; (ii) first class, registered or certified mail,
postage prepaid; or iii) overnight courier addressed to the other party at its address set
forth herein or at such other address as the other party may have designated by notice
given hereunder.
To City:
To Service Provider:
City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
Avenu Insights & Analytics LLC
5860 Trinity Parkway, Suite120
Centreville, VA 20120
Notice shall be deemed effective on the date personally delivered or, if mailed,
five (5) days after deposit of the same in the custody of the United States Postal
Service.
SECTION 25. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider
represents and warrants that he/she/they has/have the authority to so execute this
Agreement and to bind Service Provider to the performance of its obligations hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
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This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by the Service Provider and by the City. The City Manager shall
have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council. The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or services
by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California. In the
event of litigation in a U.S. District Court, venue shall lie exclusively in the Central
District of California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
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This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first -above written.
CITY OF TEMPLE CITY
Bryan Cook, City Manager
ATTEST: APPRO
Pao
Peggy Kuo, City Clerk Greg Murphy, ity Attorney
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SERVICE
PROVIDER/CONTRACTOR:
Signature
Print Name: James Barkman
Title: CFO
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On (Ch d
Date
personally appeared
, 20)1, before me,
me/
ANDREA ANDREA JEAN BEGLEY
Notary Public
Commonwealth of Virginia
Registration No. 8036274
My Commission Expires May 31, 2026
NaMI i iile Ot Otf 1*". ( °Jane Dde� AryPubli"! I�
Uv (C matpi
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose names) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
ran
OPTIONAL
Signature of No}afy c
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s)
Partner(s)
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Limited
General
Signer is representing:
Name Of Person(s) Or Entity(ies)
Title or Type of Document
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On
Date
personally appeared
, 20 , before me,
)
)
Name And Title Ut Officer (e.g. "Jane Doe, Notary Public")
Name of Signers)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
OPTIONAL
gnature of Notary Public
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
00
Individual
Corporate Officer
Partner(s)
Title(s) Title or Type of Document
Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
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EXHIBIT "A"
SCOPE OF SERVICES
I. Service Provider will perform the following Services:
A. Targeted Web Monitoring
• Data collection and archiving from up to eighty (80) different short-term
rental websites including Airbnb, HomeAway, Flipkey, Booking, Vacasa, Evolve,
Corporate Housing, Craigslist
• Data collection from at least two (2) unique local popular sites based on
search engine ranking
• Data collection is run at least four (4) times per week; staggered over day,
night, weekday, and weekend
• Collect and store calendar availability data for at least six (6) months each
time listing data is collected
• De -duplication assistance with STR listings and photos up to ten (10)
listings at a time on one screen
• Archive and estimate gross revenue via review or calendar bookings for a
thirty-six (36) month retrospective view
• Identify STR calendar booked periods less than threshold defined by
Customer e.g. less than thirty-one (31) nights in a row
• Generate statistics on room type, occupancy rate, dynamic heat maps,
nightly rates, and other metadata in a dashboard report
• Capture of time stamped STR listings data in HTML, PNG, JPG, or PDF,
reviews in JSON format
• Capture of calendar data in database format, and exportable to CSV
• Detect names of the operator(s) in the reviews and count their occurrences
• Automated STR Licensee cross-checking via geo-locating and metadata
match
B. Identification Services - Bundled
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• Validate STR listing data with at least two (2) different data points to
public records; one for the operator, and one for the property
• Supporting evidence data points are provided up -front and ready for
download for the customer without the customer requesting it
• Correctly Identify single -family -dwelling STR listings with full name and
exact street address at least ninety-five percent (95%) of the time, and at least
ninety-five percent (95%) of the single -family -dwelling STR inventory
• Identify multi -family -dwelling STR listings with full name, exact address
including unit number at least seventy-five (75%) of the time and at least seventy-
five (75%) of the multi -family -dwelling STR inventory
C. Web Portal Monitoring
• 24/7 accessible web -portal with keyword -search by username, address,
business name, listing ID, license number
• Log into a secured, password -protected web -based graphical user
interface
• Compatible with desktop, tablet, and mobile version of internet browsers
• Schedule downloads and delivery by email of STR reports
• Navigate listings by keyword search and by interactive map with dynamic
filtering
Display of radius and distance to nearest STR (100-1000 feet radius) on
Map
• Report statistics by neighborhood, HOA, or council ward
• Reporting on sixty-seven (67) different data points
• Reporting on calendar occupancy for a three (3) month period in table
format including weekend bookings
• Generate Dynamic ad -hoc reports with up to twenty-six (26) data columns
and up to twenty (20) different filters
• Dynamic Highlighting of keywords within reviews
• Generate seven (7) different reporting templates with six (6) different
filters
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• Enter notes and compliance activity on forty (40) dissimilar categories of
compliance
• Customer Support and Language in English or Spanish for technical
support only, and excludes ordinance interpretation
• Generate a mailout of non -compliant STR operators within the interface
• Programmable REST -based API communicating via JSON objects
• Comparison View to compare up to ten (10) STR listings with thumbnail
photos at the same time
• Image Scene classification tags on photos (living room, kitchen, bathroom,
swimming pool)
• Similar Images matching engine and Clustering STR listings by similar
images engine around a street address up to five hundred (500) listings.
II. As part of the Services, Service Provider will prepare and deliver the following
tangible work products to the City:
• One Excel file within 60 days of contract signature containing at a
minimum the following information
• STR unique id, website URL, duplicate STR ids
• Exact STR address for fully identified properties, approximate
STR address for unidentified properties
• Operator information (name, address)
• Owner information (name, address)
• Property and Room metadata
• Number of reviews
• Minimum nights
• Revenue estimates
• Permit numbers displayed on the ad (if any)
• SERVICE PROVIDER will provide CITY with login access to the Short -
Term Rental Compliance System that allows CITY the ability to view and review
Short -Term Rental activities for properties within CITY's geographical location.
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• Perform all on -going support of the System, including hardware and
software, during the Term and Extended Term of this Agreement.
• Provide the initial online seminar style education and training on the
System. Education and training may include on -site sessions for CITY employees
who will work with the System. The education and training will be adapted to the
reasonable needs of the CITY employees to ensure each employee is fully
prepared to use the System. CITY may request that SERVICE PROVIDER
provide on -site additional training. If SERVICE PROVIDER and CITY agree on
the scope of the additional training services requested, then SERVICE
PROVIDER shall provide the additional training on a Time and Materials basis.
Depending on the personnel assigned to perform the training, standard hourly
rates range from $75 per hour to $200 per hour. These additional consulting
services will be invoiced at least monthly based on actual time and expenses
incurred.
Ill. During performance of the Services, Service Provider will keep the City
appraised of the status of performance by delivering the following status reports:
A. Identified STR report
B. Portal Dashboard report upon login
IV. The tangible work products and status reports
pursuant to the following schedule:
A. Initial STR Report within 60 days of contract
days from then onward
will be delivered to the City
signature, then once every 60
B. Access to web portal is immediate upon signature, and accessible 24/7
V. Service Provider will utilize the following personnel to accomplish the
Services:
A. Project Manager
B. Customer Success Associate
C. Product Architect
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VI. Service Provider will utilize the following subcontractors to accomplish the
Services:
none
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EXHIBIT "B"
COMPENSATION
I. Service Provider shall use the following rates of pay in the performance of the
Services:
The Short -Term Rental Monitoring and Identification Services shall be provided an annual fixed
fee of $7,700 for Year 1, $8,085 for Year 2 and $8490 for Year 3 of the Service.
ADDITIONAL CONSULTING
CITY may request that SERVICE PROVIDER provide additional consulting services at any time
during the term of this Agreement. If SERVICE PROVIDER and CITY agree on the scope of the
additional consulting services requested, then SERVICE PROVIDER shall provide the
additional consulting on a Time and Materials basis. Depending on the personnel assigned to
perform the work, standard hourly rates range from Seventy -Five Dollars ($75) per hour to Two
Hundred Dollars ($200) per hour. These additional consulting services will be invoiced at least
monthly based on actual time and expenses incurred.
The following are sample hourly rates based on the job classification:
• Principal: $200 per hour
• Client Services: $175 per hour
• Information Technology (IT) support: $165 per hour
• Operational Support:
• Director or Manager: $175 per hour
• Senior Analyst: $125 per hour
• Analyst: $100 per hour
• Administrative: $75 per hour
II. Service Provider may not utilize subcontractors as indicated in this
Agreement.
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Service Provider shall
provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as:
X Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
Automobile Liability. Service provider shall maintain automobile insurance at
least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Service Provider arising out of or in
connection with work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles.
X Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Service
Provider and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written
on a "claims made" basis, and must include coverage for contractual liability.
The insurance must be maintained for at least three (3) consecutive years
following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall
annually and upon request of the City submit written evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the
Services to be performed in connection with this Agreement. Any policy
inception date, continuity date, or retroactive date must be before the effective
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date of this agreement and Service Provider agrees to maintain continuous
coverage through a period of no less than three years after completion of the
services required by this agreement.
1. Minimum Limits of Insurance . Service Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liability. $2,000,000 per occurrence,
$4,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $2,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $2,000,000 per claim and in the
aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
(2) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
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(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Service Provider maintains
higher limits than the minimums shown above, the Agency requires and shall be entitled
to coverage for the higher limits maintained by the Service Provider. Any available
insurance proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the Agency.
(4) Coverage provided by the Service Provider shall be primary
and any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to satisfy
City that the insurance provisions of this contract have been complied with. The City
may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1. Service Provider shall furnish certificates and endorsements from
each subcontractor identical to those Service Provider provides.
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2. Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self -insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
not be construed to limit Service Provider's liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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