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HomeMy WebLinkAboutRes2021-117 Sponsored by: Bower Postponed: October 11, 2021 Approved: October 25, 2021 Reconsideration: October 25,2021 Motion to Reconsider Failed: November 8, 2021 CITY OF SEWARD,ALASKA RESOLUTION 2021-117 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA,AUTHORIZING THE CITY MANAGER TO ENTER INTO THE CONTRACT WITH LTAS TECHNOLOGIES INC. FOR SHORT TERM RENTAL REGISTRATION AND COMPLIANCE SERVICES THROUGH DECEMBER 31,2024,FOR A TOTAL OF$6,500 ANNUALLY, AND APPROPRIATING FUNDS IN THE AMOUNT OF$6,500 FOR 2021 WHEREAS,the increase in Short-Term rentals in Seward over the past few years has brought to the City's attention the need to provide more guidelines and support for permitting these businesses; and WHEREAS,the City of Seward does not have a compliance officer and has a need to maintain consistency within City Code and what is being required of the citizens; and WHEREAS, the services provided in this contract would dramatically improve the process for registration and permitting Short-Term rentals, for business owners and City employees; and WHEREAS, the relationship between the City of Seward and LTAS Technologies Inc. will be mutually beneficial, with the City of Seward receiving excellent service from the Incorporation. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD,ALASKA that: Section 1. The Seward City Council hereby approves the contract, attached hereto, continuing Short-Term rental registration and compliance services through December 31,2024. Section 2. $6,500 will be appropriated for 2021 to expense account code: 01000-1122- 7009 (Community Development—Contracted Services). Annual in the amount of$6,500 will be appropriated through the budget process under the Community Development budget account no. 01000-1122-7009. The term of the contract is 12 months with an automatic renewal of 12 months unless either party provides a written 30-day notice.Therefore, funding will be appropriated annually with each budget cycle. Section 3.This resolution shall take effect on January 1, 2022. CITY OF SEWARD, ALASKA RESOLUTION 2021-117 PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 25th day of October, 2021. T IT F S WARD, ALASKA risty Terry, yor AYES: Osenga, Calhoon, McClure, Casagranda, Terry NOES: DeMoss ABSENT: None ABSTAIN: None VACANT: One ATTEST: renda J. Ballo , MMC City Clerk 002.(City Seal) OF sF .,, r. • SEAL `•• • : ,..._ o „wk. City Council Agenda Statement Meeting Date: October 11, 2021 To: City Council From: Janette Bower, City Manager Agenda Item: Resolution 2021-117: Authorizing the City Manager to Enter into the Contract with LTAS Technologies Inc. for Short Term Rental Registration and Compliance Services through December 31, 2024,for a total of$6,500 Annually, and Appropriating Funds in the amount of $6,500 for 2021 Background and justification: The City of Seward has a thriving tourism industry, which brings with it a high need for nightly lodging. The Comprehensive Plan states that the Community of Seward wishes to support private sector businesses and home businesses. However, the Plan also states that the Community wants to maintain the small-town feel and family-oriented character throughout the growth process. This is a difficult balance to maintain, but certainly feasible with the right systems and processes in place. Harmari STR, operated by LTAS Technologies Inc., can provide the City of Seward with the necessary tools that will help the City establish an efficient monitoring and enforcing system for short-term rentals that promotes a better balance between hospitality and community. Harmari has created a customizable STR registration portal, which would allow the City of Seward to adapt the registration process online to reflect the requirements outlined in the City Code for Short-Term rentals. This would remove much of the difficulties for applicants and City employees, making it easier to submit, review, and permit short-term rental applications. Harmari STR also excels in code compliance, monitoring, and enforcement, which facilitates revenue generation, including STR occupancy tax collections, administrative citations, nuisance violations (complaints), and permit/license fees. As the City of Seward does not have a Code Compliance Officer, the services provided by Harmari STR would assist greatly in helping the City maintain the delicate balance between hospitality and community. Consistency checklist: Comprehensive Plan: • Community Values 0 2.2.1 Small Town Feel and Atmosphere — "people are friendly, and you know your neighbors" 0 2.2.8 City Government—"Develop practical enforcement procedures for code violations" o Goals, Objective, and Implementation Action Items 0 3.1.1.4 —"Support private sector business, employment, and programs" 0 3.9.1.1 — "Maintain Seward's small town, family-oriented character throughout the growth process Strategic Plan: Pg13 "Maintain Seward's small-town character throughout the growth process" Fiscal note: $6,500 will be appropriated for 2021 to expense account code: 01000-1122-7009 (Community Development-Contracted Services). Annual funding, in the amount of$6,500, will be appropriated through the budget process within the Community Development budget(01000-1122- 7009). The term of the contract is 12 months with an automatic renewal of 12 months unless either parry provides a written 30-day notice. Therefore, funding will be appropriated annually with each budget cycle. Finance Department approval: Attorney Review: Yes ❑ No ❑✓ Not applicable ❑ Recommendation City Council approve Resolution 2021-117. LICENSE AND SUBSCRIPTION AGREEMENT THIS LICENSE AND SUBSCRIPTION AGREEMENT is entered into as of August 18, 2021 (the "Effective Date") between LTAS Technologies Inc., an Ontario corporation (the "Licensor") and City of Seward (the"Licensee"). RECITALS: A. the Licensor is the owner and developer of the Licensed Software(as hereinafter defined). B. Licensee wishes to have, and the Licensor wishes to grant to Licensee, non-exclusive access to the Subscription Services(as hereinafter defined)and a non-exclusive license to use the Licensed Software for the sole purpose of providing the Licensee Services subject to the terms and conditions of this Agreement. NOW THEREFORE, the parties agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions Whenever used in this Agreement,the following capitalized terms shall have the respective meanings specified below: "Additional Software" means the software listed in Schedule "A" to this Agreement under "Additional Software Required"(as such Schedule may be reasonably amended by the Licensor from time to time),as may be further described in the Documentation; "Affiliates"means with respect to any corporation,any other corporation which directly or indirectly controls or is controlled by or is under direct or indirect common control with such first mentioned corporation, or any corporation which is directly or indirectly controlled by a corporation which controls the first mentioned corporation; "Agreement"means this License and Subscription Agreement, including all schedules and attachments to this Agreement; "Subscription Fees"has the meaning ascribed to it in Section 8.1 hereof; "Authorized Administrators" means those employees of Licensee who are authorized by the Licensee to supervise and manage the Licensee's access to and use of the Licensed Software and the performance of the Licensee Services by Designated Employees pursuant to this Agreement; "Licensee Data" has the meaning ascribed to it in Section 10.2 hereof; "Confidential Information" has the meaning ascribed to it in Section 10.1 hereof; "Licensee Services" means identifying and monitoring short term rentals(STRs)advertised online "Computer System Requirements" means the software and hardware components and systems listed in Schedule"A"to this Agreement under"System and Hardware Components"(as may be reasonably amended by the Licensor from time to time); "Designated Employees"means those employees of Licensee or its Affiliates who have received appropriate training and supervision by Licensee to use the Licensed Software to provide the Licensee Services, each of whom shall have a fully paid-up user license; "Documentation" means the documentation, guidelines and other materials provided by the Licensor to Licensee from time to time describing the use and operation of the Licensed Software and the Subscription Services, as may be amended and updated from time to time by the Licensor; "Fees"means collectively,the Subscription Fees and the Percentage of Revenue Fees; "Licensed Software" means the software and related Documentation provided by LTAS Technologies Inc, "Password"has the meaning ascribed to it in Section 3.2 hereof; "Percentage of Revenue Fee" has the meaning ascribed to it in Section 8.1 hereof. "Subscription Services"means all hosted software provided by LTAS Technologies Inc; and "Term"has the meaning ascribed to it in Section 15.1 hereof. ARTICLE 2 LICENSE GRANTS 2.1 License Grants. Subject to the terms of this Agreement, including without limitation the payment of the Fees,the Licensor hereby grants to Licensee a limited,non-exclusive,non-transferable non-sublicenseable, license under the Licensor's copyrights and patents during the Term to use the Licensed Software internally and to access the Subscription Services for the sole purpose of performing the Licensee Services. The foregoing license granted to Licensee is expressly conditioned on Licensee not acting outside the license scope. No license is granted by the Licensor hereunder for any other purpose. 2.2 Further Restrictions on Use. Licensee shall not, and shall not permit any individual or entity (including Affiliates, the Designated Employees and Authorized Administrators) to: (i) duplicate, decrypt, decompile, reverse engineer, reverse assemble, extract, copy, reproduce, adapt, modify, alter or create derivative works of, or attempt to access or recreate the source code of, any component of the Licensed Software; (ii) use,or permit any third party to use the Licensed Software for time-sharing, rental, outsourcing or service bureau purposes; (iii) distribute, rent, lease, assign or otherwise transfer the Licensed Software to any third party;(iv)allow or authorize access to or use of the Licensed Software by any employee or agent,or other parry other than the Designated Employees and Authorized Administrator(s). The Licensor reserves all rights not expressly granted pursuant to this Agreement. 2.3 Licensee Data. Licensee hereby grants the Licensor a right to use, copy, store, modify and display the Licensee Data as needed to perform the Subscription Services and as otherwise expressly provided in Section 10.2 hereof. ARTICLE 3 SUBSCRIPTION SERVICES 3.1 Subscription Services. During the term, the Licensor will provide the Subscription Services in accordance with Schedule "B". Licensee will ensure that an Authorized Administrator approves each LTAS Technologies Inc. Work Order in accordance with the Documentation prior to the commencement of any Licensee Services(each, an"Approved Work Order"). 3.2 Access Controls. the Licensor will provide Licensee with one administrative user identification and log-in account password ("Password") to access Licensed Software. Licensee will restrict access to the Password only to Authorized Administrator(s)and Designated Employees under their direction. Licensee will take adequate security measures to maintain the confidentiality of the Password. Licensee will comply with any security procedures required by the Licensor to authenticate the Password as communicated by the Licensor from time to time, and Licensee will make no attempt to circumvent such measures. ARTICLE 4 USE OF THE LICENSED SOFTWARE 4.1 Use of the Licensed Software. The license grant to the Licensed Software in Section 2.1 and the use of the Subscription Services set forth in Section 3.1 are conditioned on Licensee's use of the Licensed Software in accordance with the terms of this Agreement and the Documentation. The Licensor will deliver to Licensee the information necessary to configure and obtain the Licensed Software. Licensee shall not permit anyone other than Designated Employees and Authorized Administrators to use the Licensed Software and access the Subscription Services except that Licensee may allow its Affiliates to use the Licensed Software and access the Subscription Services provided that all of the terms of this Agreement shall apply mutatis mutandis to Affiliates' use of the Licensed Software and that any such Affiliates first acknowledge and agree to be bound by the terms and conditions of this Agreement, and provided further that Licensee will continue to be the contracting party under this Agreement and will be responsible and liable for all of the actions of its Affiliates and their respective Designated Employees and Authorized Administrators and Licensee has purchased the required number of user licenses as required by this Agreement for itself and its Affiliates. 4.2 Additional Software and Computer System Requirements. Licensee acknowledges and agrees that the Additional Software and the Computer System Requirements are necessary to use the Licensed Software as described in the Documentation, and that Licensee must independently, at its own cost, purchase or appropriately acquire the Additional Software. 4.3 The Licensor's Changes to the Licensed Software. Licensee hereby acknowledges that the Licensor and its licensors, as the case may be, may update, modify, discontinue or add to the Licensed Software in the Licensor's sole discretion. The Licensor will provide Licensee with reasonable notice to the extent reasonably practicable in the event of any material change in the functionality of the Licensed Software. the Licensor reserves the right to withhold from the application of this Agreement and to refuse to make available to Licensee any part, portion or version of the Licensed Software that was developed for internal use, not-for resale, beta versions, or versions that have been customized pursuant to a specific customer specification. ARTICLE 5 OBLIGATIONS OF LICENSEE 5.1 Obligations of Licensee. Licensee shall: (a) Ensure that its use of the Licensed Software complies, and that its employees, its Affiliates and their respective employees, including Designated Employees and Authorized Administrators comply,with the terms of this Agreement and the Documentation. Licensee will notify the Licensor immediately upon its knowledge of any non-compliance with the terms of this Agreement or the Documentation and will use its commercially reasonable best efforts to immediately remedy such non-compliance; (b) Ensure that the Designated Employees who are the software engineers responsible for performing the Licensee Services, are appropriately trained by the Licensor or a third party authorized by the Licensor as determined by the Licensor in its sole discretion; (c) Not provide to any third party any warranty, representation, or guarantees with respect to the specifications, features, or capabilities of the Licensed Software, including without limitations warranties of functionality or performance, that are inconsistent with the warranties, information and disclaimers contained in this Agreement; (d) Represent the Licensee Services and the Licensed Software accurately and fairly and in accordance with the Documentation and at all times protect and preserve the goodwill and image of the Licensor and the Licensed Software; (e) Conduct business in a manner that avoids deceptive, misleading or unethical business practices that are or may reasonably be detrimental to the Licensor, its Affiliates or licensors, including any disparagement of the Licensor, its Affiliates or licensors,or the Licensed Software; (f) Should Licensee's employees report to Licensor any feedback regarding the performance of the Licensed Software, including, but not limited to, complaints about the operation of the Licensed Software or suggestions for its improvement,the Licensor shall own any suggestion, idea,enhancement,request,feedback, recommendations or other information related to the Licensed Software (collectively, "Feedback"), on condition that: (i) neither Licensee nor its employees shall be identified by Licensor as the provider of Feedback; (ii) Licensor acknowledges that Feedback is provided "as-is" and that Licensee and Licensee's employees disclaims all warranties, express or implied, for Feedback, including the warranty of non- infringement; (iii) Licensee and Licensee's employees disclaim,and Licensor accepts and holds Licensee and Licensee's employees harmless from, any and all liability arising from the use of Feedback; and (iv) in exercising its rights under this license Licensor does not breach its obligations of confidentiality under Article 10; and (g) Comply with all applicable international, national, governmental, and/or local laws and regulations relating to its use of the Licensed Software and performance of the Licensee Services, and assure that in connection with performance of its obligations pursuant to this Agreement or arising or relating therefore, no Licensed Software or any portion thereof or information relating thereto, is exported, transshipped or re- exported, directly or indirectly, in violation of Canadian law and ensure that none of the Licensed Software may be downloaded or otherwise exported or re-exported to:(a)any individual located in any country to which Canada has embargoed goods("Restricted Nations"),(b)any business or organization owned,controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (c) the governments of a Restricted Nation; or (d) to any individual, group or organization on the United States Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the United States Department of Commerce's Bureau of Industry and Security's List of Denied Persons as each may be amended from time to time. ARTICLE 6 The Licensor's OBLIGATIONS 6.1 the Licensor's Obligations. the Licensor shall: (a) Provide the Subscription Services for the Licensed Software in accordance with the service levels set forth in Schedule"B"attached hereto. Licensee's operational contact shall be Ron Chan, 877-352-3277 ext 2; (b) Upon payment by Licensee of the applicable support and training fees as set forth in Schedule "C" hereto, provide the support and training services as described in Schedule"C"; and (c) Use its commercially reasonable efforts to maintain the security of the Licensed Software in a manner consistent with general industry standards. ARTICLE 7 WARRANTIES 7.1 Licensee's Warranties. Licensee hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) its execution of this Agreement and performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound;(iii)when executed and delivered,this Agreement will constitute the legal, valid and binding obligation of Licensee, enforceable against it in accordance with its terms;(iv) it will use the Licensed Software in accordance with this Agreement and the Documentation; (v) it will comply with its obligations set forth in Section 5.1 hereof; (vi) it will not challenge, dispute or contest, directly or indirectly, the validity, ownership or enforceability of any of the Licensor's right, title and interest in and to the Licensed Software or Trade-marks,or counsel, procure or assist any other party to do the same. 7.2 the Licensor's Warranties. the Licensor hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder;(ii) its execution of this Agreement and performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound;(iii)when executed and delivered,this Agreement will constitute the legal, valid and binding obligation of the Licensor, enforceable against it in accordance with its terms;(iv)for the duration of the contract Term(the"Warranty Period"),the Licensed Software will perform substantially in accordance with the specifications set forth in the Documentation; (v) has the right to license the Licensed Software and Documentation and all copyrights and other intellectual property rights existing therein, and that it has the right to license and has licensed the Software and Documentation to Licensee hereunder. With respect to Licensed Software that does not perform substantially in accordance with the specifications set forth in the Documentation during the Warranty Period,the Licensor will rectify the issue(s) as soon as reasonable practicable after receipt of notification from Licensee. If the Licensor is unable to correct the issue(s) within one hundred and eighty (180) days of written notification, as Licensee's sole remedy and the Licensor's entire liability,Licensee will accept a refund of the Subscription Fees paid by Licensee;provided that the foregoing warranties are expressly contingent(and shall otherwise be void) upon use of the Licensed Software strictly in accordance with the terms of this Agreement and the Documentation and without misuse, damage, alteration or modification thereto. 7.3 Warranty Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, THE LICENSED SOFTWARE IS PROVIDED"AS IS"AND WITH ALL FAULTS AND the Licensor AND ITS LICENSORS MAKE NO WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, TITLE, USAGE OF TRADE OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, the Licensor EXPRESSLY DISCLIAMS ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, CONCERNING THE PERFORMANCE, OPERATION OR FUNCTIONALITY OF THE LICENSED SOFTWARE WHATSOEVER, ITS FITNESS FOR USE BY LICENSEE,THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE ERROR- FREE OR UNINTERRUPTED OR THAT IT WILL PRODUCE A DESIRED RESULT. ARTICLE 8 PAYMENTS 8.1 Fees. During the Term of this Agreement, Licensee shall pay to the Licensor the non-refundable (i) subscription fees("Subscription Fees")as set forth in Schedule"D"to this Agreement. the Licensor may at its sole discretion, change its pricing or payment terms, upon providing at least sixty (60) days notice to Licensee prior to the end of the Term, subject to Licensee's right to terminate prior to the end of Term as set forth in Section 15.1. In addition, the Licensor may, at any time, add components and/or functionality to the Licensed Software and in such event, the Licensor will notify and provide Licensee with additional pricing terms for such new components/functionality, and Licensee will promptly notify the Licensor in writing whether it wishes to purchase such new component(s)/functionality, and if so, the Licensor will add the applicable charges for such new functionality to the Fees on a pro-rated basis for the remainder of the Term. Licensee will pay for any new components/functionality within thirty (30) days following receipt of the applicable invoice from the Licensor. 8.2 Subscription Fees. Subscription Fees will be charged in accordance with Schedule "D" hereto. Subscription Fees for the Term shall be paid by Licensee within thirty (30) days following receipt of invoice from Licensor. Licensee hereby undertakes to immediately notify the Licensor during the Terra at any time that it wishes to increase the number of user licenses of the Licensed Software pursuant to this Agreement,and will pay the Licensor the additional user license fees in accordance with the terms set forth in Schedule "D" hereto from the date of such usage pro-rated to the end of the Term to be paid by Licensee to the Licensor within thirty(30)days following its receipt of the Licensor's invoice(s). Licensor reserves the right to withhold access to the software if Licensee's account is greater than sixty(60)days in arrears. 8.3 Suspension of the Subscription Services. If Licensee's account is 30 days or more overdue, or Licensee's use of the Licensed Software is otherwise not in compliance with this Section, in addition to any of its other rights or remedies, the Licensor reserves the right to suspend Licensee's access to the Subscription Services without liability until such amounts are paid in full,and if such amounts are not paid in full within 30 days following notice thereof as determined by the Licensor in its sole discretion, the Licensor shall have the right to immediately terminate this Agreement. 8.4 Support Services and Training. Licensee will pay the applicable support and/or training fees and related expenses as set forth in Schedule"C" hereto. 8.5 Professional Services. At Licensee's election, the Licensor may provide system integration and/or consulting services to Licensee at the Licensor's then current prices for such services as set forth in Schedule "C",as may be amended from time to time by the Licensor in its sole discretion. 8.6 Additional Payment Terms. Any payment not received from Licensee by the due date may accrue late charges at the rate of one and a half percent(1.5%) per month or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. The Licensor's fees are exclusive of all local, state, federal, provincial and foreign taxes, levies or duties of any nature ("Taxes") and Licensee shall be responsible for payment of all Taxes in connection with its use of the Licensed Software, excluding only any taxes based on the Licensor's income. If the Licensor has the legal obligation to pay or collect taxes for which Licensee is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Licensee unless Licensee provides the Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. ARTICLE 9 MONITORING AND AUDIT RIGHTS 9.1 Monitoring. Licensee acknowledges and agrees that throughout the Term the Licensor may monitor and track Licensee's use of the Licensed Software and performance of the Licensee Services through the Licensed Software for billing purposes, gather feedback of usage of its features by Authorized Users, and to ensure Licensee's compliance with the terms of this Agreement and the Documentation. 9.2 Certification and Audit Rights. At the Licensor's request (but no more often that twice per year), Licensee will submit to the Licensor a signed certification from a Licensee officer verifying that the Licensed Software is being used pursuant to the terms of this Agreement and the Documentation. The Licensor or its representatives may enter and inspect Licensee's(and where applicable,its Affiliates')premises during normal working hours to verify Licensee's compliance with the terms of this Agreement. Any inspection will be undertaken in the presence of an authorized customer business systems representative of Licensee, and shall be limited to reasonable inquiries required in order to determine whether an infringement or non-compliance has occurred. Any Licensee records disclosed during such audit and the results of such audit shall be treated as Confidential Information pursuant to this Agreement. The Licensor shall provide Licensee with written notice of its intent to conduct such an audit at least ten (10) business days prior to such audit. If this examination reveals that Licensee(or its Affiliates)have improperly used the Licensed Software,the Licensor shall invoice Licensee for such unauthorized use based upon the Licensor's standard fees in effect at the time the examination is completed. ARTICLE 10 CONFIDENTIALITY 10.1 Confidentiality. Each party shall: (i) keep the other party's Confidential Information (as hereinafter defined) in strict confidence and shall not make use of the other party's Confidential Information for any purpose other than in connection with the Agreement; (ii)restrict disclosure of the other parry's Confidential Information to those employees and representatives who have a need to know the information in order to perform such party's obligations under this Agreement, provided such persons are bound by the terms of this Section; (iii) exercise at least the same standard of care in protecting the confidentiality of the other parry's Confidential Information as it does with its own Confidential Information of similar nature but in no event less than reasonable care. Licensee acknowledges and agrees that the Licensed Software and the Documentation is Confidential Information of the Licensor. Without limiting the generality of the foregoing, disclosure includes providing access, distribution, sale, copying, dissemination, publishing, broadcasting or reproduction by any means whatsoever. Licensee further acknowledges that any unauthorized use or disclosure of the Licensed Software or Documentation may cause irreparable damage to the Licensor. If an unauthorized use or disclosure occurs, Licensee will immediately notify the Licensor and take all steps as may be available to prevent unauthorized use or dissemination. The Licensor agrees to take the same action regarding any Confidential Information it received from Licensee. Both parties must inform their employees and contractors having access to Confidential Information of its confidentiality obligations required to comply with this Section 10.1. Both parties agree to provide notice to the disclosing party upon its knowledge of or having reason to suspect a breach of any of the restrictions of this Section 10.1. "Confidential Information" means (i) information regarding a parry's, or parry's Affiliates', financial condition, information systems, business operations, results,plans and strategies, products or services,pricing,customers and employees,and marketing and distribution plans, methods and techniques; (ii) with respect to the Licensor, the Licensed Software, Documentation and the Password, and all customer information, present or future business plans, licensors, licensing strategies, financial, sales and pricing information; research and development activities, inventions, products, designs, methods, know-how, techniques, systems, processes, engineering data, software programs, software code, works of authorship, technical data, devices or drawings of the Licensor; (iii) any information that is provided by one party which is not generally known by the public; (iv) any information marked "proprietary" or "confidential" and (v) proprietary or confidential information of any third party who may disclose such information to either party in the course of such parry's business. Confidential Information shall not include information if, and only to the extent that,the recipient establishes that the information:(i) is or becomes a part of the public domain through no act or omission of the recipient; (ii)was in the recipient's lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from the disclosing party;(iii) is lawfully disclosed to the recipient by a third party without restriction on disclosure; (iv) is independently developed by the recipient without recourse to the Confidential Information of the other party; (v) is disclosed by the recipient pursuant to a requirement of a governmental agency or by operation of law, provided that the recipient shall disclose only that part of the Confidential Information which it is required to disclose and shall notify the owner prior to such disclosure in a timely fashion in order to permit the owner to attempt to prevent or restrict such disclosure should it so elect. 10.2 Privacy and Licensee Data. Any data provided by the other party, including with respect to Licensee, the Licensee Data (as defined below), will be treated as Confidential Information and subject to that parry's standard privacy policies and the security,privacy and confidentiality provisions contained in this Agreement. Each party agrees that it will only use such data to perform its obligations under this Agreement and not for direct marketing or promotions and will not distribute such data to any third party without the prior written approval of the other party. Notwithstanding the foregoing, Licensee expressly approves of the Licensor's use of Licensee Data as required for the purpose of providing the Subscription Services, monitoring Licensee's use of the Licensed Software and performance of the Licensee Services, ensuring proper billing procedures, creating and developing improvements, enhancements, bug fixes, modifications and additions to the Licensed Software,aggregating performance related statistics,monitoring internal processes for capacity and utilization and responding to service or technical problems. For clarity, notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict either party from using anonymous and aggregated statistical data to operate,market and promote its products or services. "Licensee Data"means any electronic data, infonnation or material submitted or uploaded by Licensee to the Licensed Software, including any Licensee data relating to their respective Applications. ARTICLE 12 OWNERSHIP 12.1 Ownership. Licensee acknowledges and agrees that as between the Licensor and Licensee, the Licensor and/or its licensors, as applicable, shall own all rights, title, and interest in and to the Licensed Software, Documentation, the Licensor's Trade-marks, the Licensor's Confidential Information, and all intellectual property rights related thereto. Licensee acknowledges that any unauthorized use of the Licensed Software or Trade-marks is and shall be deemed an infringement of the Licensor's rights. the Licensor acknowledges and agrees that as between the Licensor and Licensee, Licensee and/or its licensors, as applicable, shall own all rights, title and interest in and to the Applications, Licensee's trade-marks and Licensee's Confidential Information, and all intellectual property rights related thereto. ARTICLE 13 LIMITATIONS OF LIABILITY 13.1 LIMITATIONS OF LIABILITY. EXCEPT FOR ANY CLAIMS OF BREACH OF CONFIDENTIALITY, MISAPPROPRIATION OF INTELLECTUAL PROPERATY OR THIRD PARTY INDEMNIFICATION CLAIMS, IN NO EVENT SHALL EITHER PARTY OR ANY OF SUCH PARTY'S DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, LICENSORS OR AGENTS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR: (1)ANY INDIRECT, SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES UNDER ANY FORM OR THEORY OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OR INACCURACY OF DATA, OVERHEAD, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE,COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF; OR (II) AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEEDING THE AGGREGATE AMOUNT OF THE FEES PAID TO THE LICENSOR DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF ANY SUCH CLAIM. THE LIMITATIONS OF LIABILITY IN THIS SECTION AND THE WARRANTY DISCLAIMER IN SECTION 7.3 HEREOF SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. ARTICLE 14 INDEMNIFICATION 14.1 Indemnification by Licensee. Licensee will indemnify the Licensor against and hold it harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees,arising out of(i) the failure of Licensee to comply with all applicable laws, rules, and/or regulations regarding the Licensed Software;(ii)the failure of Licensee to comply with the terms and conditions of this Agreement;(iii) Licensee's misuse of the Licensed Software or the provision of the Licensee Services to Licensee's customers (iv) any negligent act or omission of Licensee; or(v) any specification, documentation, or other intellectual property provided by Licensee to the Licensor that gives rise to any claim of infringement. the Licensor may participate in the defense or settlement of any such claim, suit or proceeding with counsel at its expense. 14.2 Indemnification by the Licensor. Licensor will indemnify the Licensee against and hold it harmless from any and all claims, liabilities, damages,costs and expenses, including reasonable attorneys' fees,arising out of(i)the failure of Licensor to comply with all applicable laws, rules, and/or regulations; (ii)the failure of Licensor to comply with the terms and conditions of this Agreement; (iii) any negligent act or omission of Licensor; or(iv) any action against Licensee brought by a third party to the extent that the action arises from the infringement by the Licensed Software of any U.S.,Canadian,or EU patents or copyrights of a third party. The Licensor will pay those costs and damages finally awarded against Licensee by a court of competent jurisdiction in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying the Licensor promptly in writing of such action; giving the Licensor sole control of the defense thereof and any related settlement negotiations; and cooperating, at the Licensor's request and expense, in such defense. Licensee may participate in the defense or settlement of any such claim, suit or proceeding with counsel at its expense. If the Licensed Software becomes, or in the Licensor's opinion are likely to become, the subject of an infringement claim, the Licensor may, at its sole option and expense, either(i) procure for Licensee the right to continue using the Licensed Software, (ii) replace or modify the Licensed Software so that they become non-infringing, or(iii)accept return of the Licensed Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund Licensee the prices and/or fees paid for such Licensed Software upon such termination. Notwithstanding the foregoing,the Licensor will have no obligation under this Section or otherwise with respect to any infringement claim based upon any use of the Licensed Software not in accordance with this Agreement,any use of the Licensed Software not in accordance with the Documentation, or any use of the Licensed Software in combination with products, equipment, software, or data not supplied by the Licensor if such infringement would have been avoided but for the combination with other products, equipment, software or data, any use of any release of the Licensed Software other than the most current release made available to Licensee,or any modification of the Licensed Software by any person other than the Licensor or its authorized agents or subcontractors. Such indemnification shall not apply to the extent to which any specification, documentation, or other intellectual property provided by Licensee for use in the Licensed Software gives rise to any claim of infringement. THIS SECTION STATES THE LICENSOR'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT. ARTICLE 15 TERM AND TERMINATION 15.1 Term. This Agreement is effective as of the Effective Date and will remain in full force and effect for a period of 12 months from the Effective Date. (the "Initial Term") and shall automatically extend for successive 12 month periods (each, a "Renewal Term") (collectively, the Initial Term and Renewal Terms shall be referred to herein as the"Term"), unless either party provides the other party with written notification of its intent not to extend the Agreement at least thirty(30)days prior to expiration of the Original Term or the applicable Renewal Term as applicable. 15.2 Termination. The parties may terminate this Agreement as provided below: (a) Licensee and the Licensor may terminate this Agreement by mutual written consent at any time. (b) Either party may terminate this Agreement by giving notice to the other party at any time if the other party has breached any representation, warranty, obligation or covenant contained in this Agreement and this breach has not been cured within a 30 day period from the date of its receipt of notice thereof, provided that upon any repeated breach by Licensee of any of its representations, warranties, obligations or covenants, Licensee shall not be entitled to a second cure period and the Licensor's right to immediate termination as set forth in Section 15.2(c)below shall apply. (c) the Licensor shall have the right to immediately terminate this Agreement upon any repeated breach by Licensee of any of its representations, warranties, obligations or covenants contained in this Agreement upon providing written notice to Licensee thereof. (d) Either party may terminate this Agreement(i)if the other party declares insolvency or bankruptcy,(ii) if a petition is filed in any court and not dismissed in ninety (90) days to declare the other party bankrupt or for the other party's reorganization under bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the rights of creditors; or(iii) if the other party consents to the appointment of a trustee in bankruptcy or a receiver or similar entity. (e) the Licensor may terminate this Agreement immediately at any time in the event that Licensee breaches any of its licensing, ownership or confidentiality related obligations prescribed under Articles 2, 3, 4, 5, S, 9, 10, 12 and 14. 15.3 Actions upon Termination or Expiration. In the event of termination or expiration of this Agreement: (a) Licensee shall immediately cease and desist from using the Licensed Software and return to the Licensor any copies of the Licensed Software and Documentation in its possession; (b) Each party shall immediately return the Confidential Information of the other party, including any copies thereof, (c) Licensee shall immediately pay any outstanding Fees to the Licensor and any other amounts payable to the Licensor hereunder; (d) Licensee shall maintain all books, records, business reports and other reports relating to the use of the Licensed Software and provision of the Licensee Services for a period not less than three(3)years and permit the Licensor,after a reasonable notice,to inspect such records at least once within the three month period after termination; provided that upon any termination of this Agreement (except mutual termination pursuant to Section 15.2(a)or termination by Licensee pursuant to Section 15.2(b)above)or expiration of this Agreement, Licensee shall not be entitled to receive any reimbursement of any payments made to the Licensor heretofore pursuant to this Agreement, including,without limitation,any prepaid Fees. (e) Upon termination by Licensee in accordance with Section 15.2(b) or mutual termination by the parties pursuant to Section 15.2(a), the Licensor shall provide Licensee with a refund equal to the portion of the pre- paid Subscription Fees and any prepaid Transaction Fees not yet used for the then current Term prorated to the end of the then current Term. 15.4 No Prejudice to Other Rights. Any termination pursuant to Section 15.3 shall be without prejudice to any other rights or remedies which one party(referred to in this Section 15.4 as the "nonbreaching party") may have in respect of any default by the other parry(referred to in this Section 15.4 as the"breaching party"). Any failure by the nonbreaching parry to exercise its rights hereunder to terminate or otherwise to enforce or recover damages for any default,breach or non-observance by the breaching party of any covenant,condition, obligation or term of this Agreement will not affect or impair the nonbreaching parry's right in respect of any subsequent default, breach or non-observance of the same or a different kind, nor will any delay or omission of the nonbreaching party to exercise any right arising from any default, breach or non-observance affect or impair the nonbreaching parry's right as to the same or any future default, breach or non-observance provided however, that nothing in this Section 15.4 shall be construed or interpreted as to override any provision in this Agreement limiting the remedies of a nonbreaching party against a breaching party. 15.5 Survival. Notwithstanding any provisions to the contrary herein, the provisions of Sections 2.2. Section 7.3 and Articles 8, 9, IQ, 11, 12, 13, i4 and 15 shall survive the termination or expiration of the Agreement. ARTICLE 16 GENERAL PROVISIONS 16.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither party shall have the right to assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of the other party. Notwithstanding the forgoing, the Licensor may assign this Agreement in the event of a merger, consolidation or the sale of all or substantially all of its assets or stock and the Licensor may assign its rights to monies due or becoming due, without Licensee's consent. 16.2 Governing Law All of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement will be governed, construed, and enforced pursuant to the laws of the State of New York, without regard to New York's rules concerning the conflict of laws. Any action brought in relation to this Agreement will be brought in state or federal court Iocated in Niagara County, New York, and Licensor hereby waives any claim as to forum non conveniens or lack of personal jurisdiction. 16.3 Announcements. Solely for the purpose of marketing and promoting the relationship under this Agreement, each party hereby grants to the other party the right to use and display its trade-marks, logos and trade names for the sole purpose of marketing and promoting the relationship under this Agreement,subject to compliance by the other party with such parry's trade-mark guidelines as provided from time to time. Neither party shall issue such publicity and general marketing communications concerning their relationship under this Agreement without the prior written consent of the other party of the form of such usage (not to be unreasonably withheld or delayed). Neither party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as required by law or pursuant to a non-disclosure agreement containing confidentiality obligations at least as restrictive as those contained in Article 10 hereof. 16.4 Non-solicitation. Each party agrees that during the Term of this Agreement and for a period of one (1) year thereafter, that it will not, without the prior written approval of the other party hire or enter into a contract with any employee,agent or representative of the other party to provide services,directly or indirectly, induce or attempt to induce or otherwise counsel,discuss,advise or encourage any employee,consultant,agent or representative of either party to leave or otherwise terminate such person's relationship with that party. 16.5 Notices. All claims, instructions,consents,designations,notices, waivers, and other communications in connection with the Agreement ("Notifications") will be in writing. Such Notifications will be deemed properly given(a) when received if delivered personally, (b) if delivered by facsimile transmission when the appropriate telecopy confirmation is received;(c) upon the receipt of the electronic transmission by the server of the recipient when transmitted by electronic mail, or (d) within three (3) days after deposit with an internationally recognized express delivery service, in each case when transmitted to a party at the following address or location: If to the Licensor: LTAS Technologies Inc. Attn: Allen Atamer 505 Consumers Road Unit#314 Toronto, Ontario, CANADA M2J 4V8 Facsimile: 647-795-9186 If to Licensee: City of Seward Community Development PO Box 167 Seward, AK 99664 907-224-4048 Either party may send any Notification hereunder to the intended recipient at the address set forth above using any other means(including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other notice in the manner herein set forth. 16.6 Independent Contractors. The relationship of the Licensor and Licensee established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to(i) give either party the power to direct and control the day-to-day activities of the other, (ii)constitute the parties as partners,joint venturers, franchisor-franchisee, co-owners or otherwise as participants in a joint or common undertaking,or(iii)allow Licensee to create or assume any obligation on behalf of the Licensor for any purpose whatsoever. Notwithstanding anything to the contrary in this Agreement, nothing contained herein shall limit the Licensor's ability to enter into similar agreements in the future with others or shall restrict the Licensor, its distributors or licensees from marketing, licensing, distributing, maintaining or servicing the Licensed Software or providing the Licensee Services to any third party. 16.7 Severability. If this Agreement or any provision thereof is, or the transactions contemplated hereby are, found by a court of competent jurisdiction to be invalid,void,unenforceable for any reason or inconsistent or contrary to any valid applicable laws or official orders, rules and regulations, in whole or in part, the inconsistent or contrary provision of this Agreement shall be null and void and such laws, orders, rules and regulations shall control and, as so modified, this Agreement shall continue in full force and effect and the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law;provided, however, that nothing herein contained shall be construed as a waiver of any right to question or contest any such law, order, rule or regulation in any forum having jurisdiction. 16.8 No Waiver. No provision of the Agreement will be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a party's rights under the Agreement at any time to enforce strict compliance thereafter with every term and condition of the Agreement. 16.9 Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent the performance is rendered impossible by strike, fire, flood,governmental acts or orders or restrictions, failure of suppliers or such other event beyond the reasonable control of either party. 16.10 Further Assurances. The parties will each perform such acts, execute and deliver such documents and instruments, and do such other things as may be reasonably requested to accomplish the transactions contemplated by this Agreement and to cant'out the purpose and intent hereof. 16.11 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and, except as otherwise provided herein, no other Person will have any right, interest, or claim under this Agreement 16.12 Entire Agreement. This Agreement, together with the Schedules, exhibits, attachments and appendices hereto, constitutes the entire agreement and understanding between the parties or any of their Affiliates with respect to its subject matters and supersedes all prior agreements, understandings and representations, written or oral, to the extent they relate in any way to the subject matter of the Agreement. 16.13 Counterparts of the Agreement. The Agreement may be separately executed by the parties in two (2)or more counterparts and all such counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument and will be binding on the parties as if they had originally signed one copy of the Agreement. Delivery of a copy of this Agreement or such other document bearing an original signature by facsimile transmission(whether directly from one facsimile device to another by means of a dial- up connection or whether mediated by the worldwide web), by electronic mail in"portable document format" (".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. "Originally signed"or"original signature" means or refers to a signature that has not been mechanically or electronically reproduced. 16.14 FCPA Compliance. Except as may be expressly permitted by the Foreign Corrupt Practices Act, Consultant shall not, either directly or indirectly, in order to assist in obtaining or retaining business for or with, or directing any business to, any person, make or cause to be made, a payment of money or offer, gift, promise to give or authorization of the giving of anything of value to any foreign official or to any foreign political party or official thereof for the purposes of (a) influencing any act or decision of that person in his or its official capacity; (b) inducing that person to do or omit any act in violation of his or its IawfuI duty; (c) securing any improper advantage; or(d) inducing that person to use his or its influence to affect or influence any official act or decision by such person. 16.15 Insurance Requirements: Licensor shall at all times during the term of this Agreement maintain general liability insurance, including for bodily injury (including death), property damage, contractual and completed operations liability with limits of liability of at least $2,000,000.00 per occurrence, $2,000,000.00 in the aggregate,errors and omissions insurance with limits of liability of at least$1,000,000.00 per occurrence, professional liability insurance with limits of liability of at least$1,000,000.00 per occurrence, and workers' compensation and employer's liability insurance as required by applicable laws. Licensor will provide Licensee with certificates of insurance, and a copy of the additional insured endorsements described herein, upon Licensee's request. 16.16 Not Exclusive.The parties acknowledge that their relationship under this Agreement is not exclusive as to either party. Licensor further acknowledges that this Agreement places no minimum volume commitments or similar obligations upon Licensee.fN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above. City of Seward(Licensee) LTAS Technologies Inc - City Manager: NAME: Janette Bower PRINTED: Allen Atamer TITLE: CEO Date: DATE: 8/31/2021 ATTEST City Clerk: Brenda Ballou Schedule"A" System and Software Requirements A. System and Hardware Requirements The following operating systems are supported • Microsoft Windows 10 or higher " • Mac OS X 11.0 or higher • Linux(Ubuntu, CentOS 7 or higher, Debian, RedHat) The following machine requirements are supported for all users • Desktop PCs with 2 Ghz Pentium 4 or Later,4 GB RAM or • Smartphones or tablets running iOS 14 or higher, Android 12 or higher, Blackberry 7 or 10 to end of life The following web browsers are supported for all users • Chrome, Firefox, Safari, Opera browsers with auto-update on • Microsoft Internet Explorer version I I (support provided until December 31, 2021) • Microsoft Edge browser with auto-update on High Speed Internet Access(minimum 5 M13ps) E-mail access Firewall allowing harmari.com Schedule "B" Schedule of Deliverables Delivery Milestone Amount Due Payment Due Date Agreement 100% of STR inventory Initial Term Amount in Agreement Date Date+30 investigated, findings Schedule"D" Days reported Agreement Ongoing Monitoring of STR Renewal Term Amount in Agreement Date+ 12 Date+ 12 Schedule"D" months months I , Access to a web portal to be made available to the Account Administrator, where by an archive of short term rental data is available for download, including 1. Taxcrawler report in Excel format(XLS) 2. Dashboard report in PDF format 3. Screenshots folder with supporting evidence from investigation findings 4. Archives folders itemized by property ID number including a. Listing text(HTML) b. Pictures(JPG) c. Reviews(HTML) For the duration of the Term the web portal will be accessible 24/7 via secure password-protected login at harmari.com Schedule"C" SUPPORT AND TRAINING SERVICES I. Customer Support The Licensor Provides two levels of customer support services in support of the Licensed Software during the Term. This includes support of all Licensor's software. (a) Premium Customer Support Fee: As set out in Schedule"C (c)" All the General Support Components listed below (b) Standard Customer Support Fee: Included in Subscription Fee All the General Support Components listed below. Licensor Customer Support will be limited to reporting service and technical issues only that are not addressed on the Licensor website.Licensor will direct any`how to'or usage questions to the Licensees appointed contact and/or the online help resources. General Support Components: Customer Support: 1-877-352-3277 or support,, harmari.com Support Hours: Monday— Friday 9:OOAM -•6:OOPM North American Eastern Time Initial Incident response within one business day (c) Professional Services Fee: $125 per hour+expenses At Licensee's election, the Licensor may provide the following additional services: system integration, customization, maintenance on customizations, and consulting services,based on upfront scope of work and pre-approval. Expenses shall include without limitation, costs of travel and professional services fees expended in loading and testing applications outside of the Licensor's offices. (d) Subject Matter Expert services Fee: $275 per hour+expenses At Licensee's election, should Licensee's staff be required for court appearances in litigation matters, including preparation, travel time, pre-court meeting,court appearance and expert testimony and evidence review and analysis the hourly rate indicated above should apply. Schedule"D" FEES Subscription Fees Licensee shall pay to the Licensor the Subscription Fees which amount shall include a site license for use of the Licensed Software. Subscription Fees shall be non-refundable except as otherwise expressly provided in the Agreement. Subscription Fees will include standard support and maintenance coverage. All fees are specified in $USD Licensee will pay the Subscription Fees on a one-time basis. Licensee shall pay the Licensor for Transaction Fees within thirty(30)days of receipt of any such invoice. Licensor reserves the right to withhold access to its software or services should Licensee's account become more than sixty(60)days past due. Component Description Year 1 Year 2 Year 3 Optional Optional Address Identification and Reporting(Optional) • (Airbnb, VRBO/HomeAway, FlipKey/Trip Advisor, Booking,Craigslist+75 other websites) $3,500 $3,500 $3,500 • Manual insertion of one-off websites • 4x per week monitoring, weekly identification Mort STR Registration Portal(Optional) • Customized per City ordinance • Payment processing including credit card fees $1,500 $1,500 $1,500 • Automated renewal reminders • Customer Service assistance 8 AM—5 PM PT Compliance Monitoring 1 Enforcement(Optional) $1,500 $1,500 $1,500 • Up to 2 rounds of letters per non-compliant STR * Conditional on the City of Seward obtaining a Paypal account to receive funds. If the City chooses to use LTAS Technologies merchant ID for receiving Paypal payments,an extra charge of$1,000 per year is incurred to reconcile the accounting records. Paypal charges about a 3%credit card processing fee which is deducted by Paypal when funds are deposited. For Identifiability, Harmari guarantees that it will provide the correct full name and exact address of the STR operator a minimum percenta e of total STR inventory for Year 1 of the contract. Listing Building Type Target Penalty for Missing Target Identification House, Villa, or other single 95% 1% of contract per 2% below target to a family dwelling maximum of 25%of contract Year 1 Apartment,Condo or other unit 75% of a multi-family dwellin Tent, Tree-house, RV, or other NIA NIA dwelling not within jurisdiction * Licensee must provide valid written proof of address via mail marked Return-to-sender, written statements from customer indicating an incorrect address or Affidavit denying operation of an STR, or other equivalent documentation.