HomeMy WebLinkAbout09-25-17 City Commission Packet Materials - C4. License and PSA with Bear Cloud for STR Software Page 1
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Chuck Winn, Assistant City Manager Karen Stambaugh, Assistant City Attorney
SUBJECT: Short Term Rental Compliance Software License
MEETING DATE: September 25, 2017
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize City Manager to execute the agreement with Bear Cloud
Software, Inc. for the STR Helper software license.
BACKGROUND: The City Commission held a public hearing on August 14, 2017 and
provisionally adopted Ordinance 1974, regulations for short term rentals (STRs). Final adoption
of Ordinance 1974 occurred at a hearing on September 11, 2017 and a fee resolution was
adopted at the same meeting.
During public meetings and in public comment regarding proposed STR regulations, one
concern expressed by City staff, the Commission, and the public is the ability of the City to
effectively enforce any STR regulations adopted by the Commission. Tracking compliance and
proactively enforcing the proposed Ordinance would be costly and difficult considering current
staffing in the Community Development and Code Enforcement departments.
After discussing with the Commission the potential to use available software packages to track
STRs and assist in enforcement, City staff procured quotes and proposals from two providers of
STR compliance software. Based on their review of the proposals and presentations by the two
vendors, staff recommends entering into a license agreement with Bear Cloud Software for a
software package called STR Helper.
STR Helper will do much of the tracking and enforcement work for the City. The software
monitors websites where STRs are commonly listed on a nightly basis, and incorporates the
information collected with data from the County Assessor’s property database to identify and
verify property owner information. The software will:
• Alert staff to new vacation rental properties and those that do not currently hold an STR
registration.
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• Provide data to code enforcement officers of actual rental (and not just advertisement) of
STRs.
• Provide a portal on the City’s website allowing applicants to register and renew the
registration for their STRs online.
• Provide a portal on the City’s website for submitting complaints.
• Provide an online listing of registered STRs.
In addition, the software will generate compliance letters on City letterhead that inform STR
owners they are not in compliance and ask them to register, as well as notices of violation of the
Ordinance should such owners continue to not be in compliance. The software will also generate
reminder letters of upcoming registration renewal dates.
UNRESOLVED ISSUES: There have been safety and privacy concerns expressed by a few
members of the public regarding the availability of an online listing of registered STRs.
Staff’s recommendation regarding the online listing was based on (i) providing neighbors with
contact information for the STR owner or responsible person, so that any issues could potentially
be worked out between them without involving the City; and (ii) allowing potential renters a way
to confirm the STR they are considering renting is legal under the City’s regulations.
In addition to allowing for quick resolution of complaints, contacting an owner directly rather
than complaining to the City Code Enforcement Officer could benefit the STR owner because
such complaints would not be tracked by the City and would not be the basis for the City’s
possibly revoking the STR registration. Based on the concerns expressed, however, staff
contacted Bear Cloud Software and confirmed that information in the online listing could be
made more anonymous by including City contact information instead of owner information, with
the complete information only available to City staff.
ALTERNATIVES: As suggested by the Commission.
FISCAL EFFECTS: The first-year cost of the software license and implementation fees is
$25,492. Ongoing annual license fees are $19,800.
Attachment:
Bear Cloud Software license agreement
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STR Helper Software License and
Professional Services Agreement
For
City of Bozeman, Montana
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THIS AGREEMENT is made and entered into this _____ day of ____________, 2017, by and
between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and
existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman,
Montana, with a mailing address of P.O. Box 1230, Bozeman, MT 59771, hereinafter referred to as
“Customer,” or “City” and Bear Cloud Software LLC, a Utah limited liability company, 1832 S. 250 E, P.O.
Box 555, Garden City, Utah 84028, hereinafter referred to as “Bear Cloud Software”.
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
BY USING THE LICENSED SOFTWARE FROM BEAR CLOUD SOFTWARE, THE CITY OF BOZEMAN
(“CUSTOMER”) IS AGREEING TO BE BOUND BY THIS SOFTWARE LICENSE AND PROFESSIONAL SERVICES
AGREEMENT (“AGREEMENT”). IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT,
CUSTOMER MAY NOT INSTALL, COPY, OR USE THE LICENSED SOFTWARE.
1. DEFINITIONS.
“User Account” means, collectively, the specific User ID, and authorization for each copy of the Licensed
Software issued by Bear Cloud Software to Customer.
“Affiliates” or “Affiliate” means an entity, institution, or organization that controls, is controlled by, or is
under common control with another entity, institution, or organization, with at least majority
ownership.
“Authorized Reseller” means an authorized distributor, authorized reseller, or dealer of the Licensed
Software.
“Authorized User” means an employee or contractor licensed to use STR Helper.
“City Data” means data acquired by Bear Cloud Software from the City pursuant to this Agreement, or
data uploaded to the Licensed Software by the City pursuant to this Agreement.
“Documentation” means the user manuals and supporting documentation in electronic form provided
with the Licensed Software under this Agreement.
“License Fee” means the applicable fee for which Customer licenses the Licensed Software.
“License Period” means a perpetual term unless (a) terminated as provided below or (b) a specific fixed
term is otherwise set forth in the License and User Account.
“Licensed Software” means the specific software licensed to Customer under the terms of this
Agreement (as specified in the License and User Account issued to Customer), including any Updates
and Upgrades thereto.
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“Bear Cloud Enhancements” means enhancements to Bear Cloud Files in which the copyright is owned
by Bear Cloud Software or distributed by Bear Cloud Software from time to time.
“Bear Cloud Website” means www.strhelper.com.
“Update” means a revision to the Licensed Software or patch that improves the functionality of the
Licensed Software, and may contain new features or enhancements, which is not an Upgrade.
“Upgrade” means a subsequent version of the Licensed Software that Bear Cloud Software designates
as a new release and makes generally commercially available or a different flavor of the Licensed
Software that that Bear Cloud Software makes generally commercially available.
2. LICENSE AND OWNERSHIP.
2.1 License and User Accounts. Subject to the terms and conditions of this Agreement, Bear Cloud
Software grants to Customer a transferable license, without the right to sublicense, to use Bear Cloud
Software solely for Customer’s internal business, research, or regulatory purposes. Notwithstanding any
other provision in this Agreement to the contrary, Bear Cloud Software makes to Customer regarding
the Licensed Software a warranty of merchantability and a warranty of fitness for the particular
purposes for which the licensed software is sold. Bear Cloud Software shall issue Customer a “License
and User Account” via email, fax, postal mail, or courier (e.g., FedEx, UPS, DHL) that sets forth the
specific Licensed Software, the specific number of Concurrent Authorized Users for Entity Customers,
and the User Account associated with the Licensed Software (the License and User Account or User ID).
The License and User Account is hereby incorporated by reference into this Agreement. Certain of the
licenses in Section 2.2 permit use by Authorized Users of Customer and Customer is responsible for
compliance of all such Authorized Users with the Agreement and shall be liable for the breach of the
terms of this Agreement by such Authorized Users.
2.2 Single-User License. An Individual Customer whose License and User Account issued by Bear Cloud
Software specifies the “License Type” as “Single User”. A Single-User license is for a named individual
who is identified as the Authorized User. Subject to the terms and conditions of this Agreement, Bear
Cloud Software grants to Customer a transferable license, without the right to sublicense, to use the
Licensed Software.
2.3 Documentation License. Subject to the terms and conditions of this Agreement, Bear Cloud
Software grants to Customer a transferable license, without the right to sublicense, to use the
Documentation in connection with Customer’s authorized use of the Licensed Software. Customer may
not reproduce or distribute the Documentation in any manner, whether physically or electronically,
without the express written permission of Bear Cloud Software.
2.4 User Account. Bear Cloud Software shall issue to Customer a License and User Account for each copy
of the Licensed Software. Customer is entirely responsible for any and all activities that occur under
Customer's account.
2.5 License to Bear Cloud Enhancements. Subject to the terms and conditions of this Agreement, Bear
Cloud Software grants to Customer a transferable license, without the right to sublicense, to use Bear
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Cloud Software Enhancements solely with the Software for Customer’s internal business, research, or
regulatory purposes. Notwithstanding any other provision in this Agreement to the contrary, Bear Cloud
Software makes to Customer regarding the Licensed Software a warranty of merchantability and a
warranty of fitness for the particular purposes for which the licensed software is sold.
2.6 Restrictions. Customer shall not, nor permit any person (including any Authorized User) to: (i)
reverse engineer, reverse compile, decrypt, disassemble, or otherwise attempt to derive the source
code of the Licensed Software (except to the extent that this restriction is expressly prohibited by law);
(ii) modify, translate, or create derivative works of the Licensed Software; (iii) sublicense, resell, rent,
lease, distribute, market, commercialize, or otherwise transfer rights or usage to the Licensed Software
(except as expressly permitted under this Agreement); (iv) remove, modify, or obscure any copyright
notices or other proprietary notices or legends appearing on or in the Licensed Software, or any portion
thereof; (v) transfer, use, or export the Licensed Software in violation of any applicable laws, rules, or
regulations of any government or governmental agency; (vi) use the Licensed Software or any system
services accessed through the Licensed Software to disrupt, disable, or otherwise harm the operations,
software, hardware, equipment, and/or systems of a business, institution, or other entity, including,
without limitation, exposing the business, institution, or other entity to any computer virus, Trojan
horse, or other harmful, disruptive, or unauthorized component; or (vii) embed the Licensed Software in
any third-party applications, unless otherwise authorized in writing in advance by an officer of Bear
Cloud Software.
2.7 Ownership.
2.7.1 Ownership of Licensed Software and Documentation. The Licensed Software, Bear Cloud
Software Enhancements, and Documentation contain copyrighted material and other proprietary
material and information of Bear Cloud Software and/or its licensors. Bear Cloud Software and/or its
licensors shall retain all right, title, and interest, including all intellectual property rights, in and to the
Licensed Software, Bear Cloud Software Enhancements, and Documentation. Customer will not remove,
alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon
or contained within the Licensed Software, Bear Cloud Software Enhancements, or Documentation, or
any component thereof.
2.7.2 Ownership of City Data. All City Data will remain the exclusive property of the City, and Bear
Cloud Software will have no rights, by license or otherwise, to use the City Data except solely in the
performance of Bear Cloud Software’s obligations as provided in this Agreement, and will not share such
data with or disclose it to any third party without the prior written consent of City or as otherwise
required by law. Bear Cloud Software will (i) immediately notify City of any subpoenas, warrants, or
other legal orders, demands or requests seeking City Data; (ii) consult with City regarding Bear Cloud
Software’s response; (iii) reasonably cooperate with City in connection with efforts by City to contest the
legal order, demand, or request, at City’s expense; and (iv) upon City’s request provide City with a copy
of Bear Cloud Software’s response.
2.8 Application Platform. The Licensed Software is on the Salesforce platform. Bear Cloud Software
agrees to give City 30 days’ advance notice in writing of any change from Salesforce to a different
application platform.
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2.9 Data Breach. Immediately upon becoming aware of a data breach, or of circumstances that may
have resulted in unauthorized access to City Data, Bear Cloud Software will notify City and report to City
with a plan to mitigate any damaged caused by the incident.
3. TECHNICAL SUPPORT, UPGRADES AND UPDATES, AND SERVICE LEVELS.
3.1 Technical Support. Bear Cloud Software agrees to provide Customer with technical support services
which include periodic distribution of bug fixes and minor enhancements as Updates scheduled by Bear
Cloud Software. All registered users of the then-current release of STR Helper and the previous release
of Bear Cloud Software are eligible for free limited technical support. Installation support inquiries by
telephone will be accepted by Bear Cloud Software during normal business hours. Technical support
email inquiries are accepted at any time and will be answered during normal Bear Cloud Software
business hours. Bear Cloud Software will attempt to respond to inquiries within the same business day.
3.2 Updates and Upgrades. Bear Cloud Software will provide to Customer all Updates without additional
charge promptly after commercial release. To receive and use an Upgrade, Customer must pay the
applicable annual fees for that Upgrade and agree to Bear Cloud Software standard terms and
conditions governing the use of that Upgrade. Upon deliver to Customer, Updates and Upgrades will
become part of the Licensed Software and will be subject to this Agreement.
3.3 Service Levels. Bear Cloud Software will provide access to the Licensed Software 24 hours per day,
7 days per week, and 365 days per year, with guaranteed uptime of 99.5%. If Bear Cloud Software does
not satisfy the uptime level described herein, it will credit the City the amounts set forth below:
(i) If uptime is 99% to 99.499% (inclusive), Bear Cloud Software shall credit City’s account ten (10%) of
the prorated License fees paid by City for the month during which the uptime was at such level;
(ii) If uptime falls below 99% for any three (3) months of any twelve (12) month rolling period, or below
98% for any two (2) consecutive months, Bear Cloud Software will be considered in material breach of
this Agreement, and City may exercise its termination rights in section 4.2 in light of such material
breach.
4. TERM AND TERMINATION.
4.1 Term. This Agreement shall commence on the Effective Date and shall Continue in effect until the
software renewal date. Bear Cloud Software will provide City with a renewal agreement thirty (30) days
before the expiration of the Software License.
4.2 Termination. Customer may terminate this Agreement before the software renewal date. If City
terminates for material breach by Bear Cloud Software of this Agreement, the fees shown on Exhibit A
that are payable on an annual basis will be prorated and such prorated annual fees from the date of
written notice of termination to the end of the current license period will be refunded to City within 30
days.
4.3 Effect of Expiration or Termination. Upon expiration or termination of this License Agreement, (i)
the rights and licenses granted to Customer pursuant to this Agreement shall automatically and
immediately terminate and (ii) Customer shall immediately cease using the Licensed Software. In
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addition, upon expiration of the License Period, the User Account or User ID will expire and the Licensed
Software will cease to function.
4.4 Business Continuity. Bear Cloud Software will notify City of impending cessation of its business or
that of a tiered provider and any contingency plans in the event of notice of such cessation. City Data
will be exported promptly to City in the format specified by City. Bear Cloud Software agrees to
reasonably cooperate with City in transitioning services and City Data to a successor vendor.
5. FEES AND PAYMENT.
Customer agrees to pay Bear Cloud Software the license and services fees as specified and set forth in
Exhibit A attached hereto and by this reference made a part of this Agreement.
6. IMPLEMENTATION SERVICES.
Bear Cloud Software agrees to provide the “STR Helper Deliverables” and implementation services as
specified and set forth in Exhibit B attached hereto and by this reference made a part of this Agreement.
Customer agrees to supply Bear Cloud Software with city property data and “Municipality Deliverables”
for software implementation as specified and set forth in Exhibit B.
7. CONFIDENTIALITY.
7.1 To the extent permitted by applicable law, including Montana’s public records laws, Customer and
Bear Cloud Software agree to maintain the confidentiality of any confidential or proprietary information
of one party (the “disclosing party”) received by the other party (the “receiving party”) during the term
of, or prior to entering into, this Agreement that the receiving party should know is considered
confidential or proprietary by the disclosing party based on the circumstances surrounding the
disclosure, including, without limitation, non-public technical and business information (“Confidential
Information”). The Licensed Software is copyrighted and shall be deemed Bear Cloud Software
Confidential Information. The Documentation is copyrighted material of Bear Cloud Software. This
section shall not apply to any information that is or becomes publicly available through no breach of this
Agreement by the receiving party or is independently developed by the receiving party without access
to or use of the Confidential Information of the disclosing party. The foregoing confidentiality
obligations will not restrict either party from disclosing Confidential Information of the other party
pursuant to the order or requirement of a court, administrative agency, or other governmental body,
provided that the party required to make such a disclosure gives reasonable notice to the other party to
enable the other party to seek a protective order or otherwise limit such disclosure. The receiving party
of any Confidential Information of the disclosing party agrees not to use the disclosing party’s
Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its
rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and
unauthorized use of the disclosing party’s Confidential Information with no less than reasonable care. All
the disclosing party’s information remains the property of the disclosing party.
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7.2 Bear Cloud Software agrees not to sell or distribute property or licenses data obtained from
Customer.
8. LIMITATION OF LIABILITY; INDEMNIFICATION.
8.1 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY
INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE
PARTYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
8.2 Limitation of Damages. IN NO EVENT SHALL BEAR CLOUD SOFTWARE’S LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT EXCEED THE LICENSE FEES PAID BY CUSTOMER TO BEAR CLOUD
SOFTWARE FOR THE LICENSED SOFTWARE. IN NO EVENT WILL BEAR CLOUD SOFTWARE LICENSORS
HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
8.3 Limitation of Remedies. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED
REMEDY HEREUNDER.
8.4 Indemnity. Bear Cloud Software agrees to defend, hold harmless and indemnify Customer against
any third party claim, suit, or proceeding arising out of, related to, or alleging (i) infringement of any
patent, copyright, trade secret or other intellectual property right by the Licensed Software; (ii) injury to
or death of any individual, or any loss of or damage to real or tangible personal property, caused by the
act or omission of Bear Cloud Software or of any of its agents, subcontractors, or employees; or (iii)
disclosure of personally identifiable information or other confidential information caused by an act or
omission of Bear Cloud Software or of any of its agents, subcontractors, or employees. Bear Cloud
Software’s indemnity obligations under this section shall be without regard to and without any right to
contribution from any insurance maintained by the City.
Bear Cloud Software also waives any and all claims and recourse against the City or its officers, agents or
employees, including the right of contribution for loss or damage to person or property arising from,
growing out of, or in any way connected with or incident to the performance of this Agreement except
responsibility for City’s own fraud, for willful injury to the person or property of another, or for violation
of law, whether willful or negligent as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed hereunder.
9. INSURANCE.
Bear Cloud Software shall at Bear Cloud Software’s expense secure insurance coverage through an
insurance company or companies duly licensed and authorized to conduct insurance business in Montana
which insures the liabilities and obligations specifically assumed by Bear Cloud Software in Section 8. The
insurance coverage shall not contain any exclusion for liabilities specifically assumed by Bear Cloud
Software in Section 8.
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The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may
be asserted or claimed against, recovered from, or suffered by the City without limit and without regard
to the cause therefore and which is acceptable to the City and Bear Cloud Software shall furnish to the
City an accompanying certificate of insurance and accompanying endorsements in amounts not less than
as follows:
• Workers’ Compensation – statutory;
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Automobile Liability - $1,000,000 property damage/bodily injury per accident; and
• Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and
employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on
both the Commercial General and Automobile Liability policies. The insurance and required
endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of
cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to
the Contractor commencing work. Contractor shall notify City within two (2) business days of
Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s
decision to terminate any required insurance coverage for any reason.
10. INDEPENDENT CONTRACTOR.
The parties agree that Bear Cloud Software is an independent contractor for purposes of this Agreement
and is not to be considered an employee of the City for any purpose. Bear Cloud Software is not subject
to the terms and provisions of the City’s personnel policies handbook and may not be considered a City
employee for workers’ compensation or any other purpose. Bear Cloud Software is not authorized to
represent the City or otherwise bind the City in any dealings between Bear Cloud Software and any third
parties. Bear Cloud Software is obligated to pay all taxes of any kind or nature and make all appropriate
employee withholdings.
11. NOTICES.
Notices pursuant to this Agreement shall be sent to the addresses above, or to such others as either
party may provide in writing. Such notices will be deemed received at such addresses upon the earlier
of (a) actual receipt or (b) deliver in person, by fax or email with written confirmation of receipt, or by
certified mail return receipt requested. The parties’ representatives for purpose of this Agreement shall
be:
For Bear Cloud Software: ______________________
For City: Scott McMahan, Director of IT
or such other individual as the parties may designate in writing.
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12. COMPLIANCE WITH LAWS.
Bear Cloud Software shall provide all notices, comply with all applicable laws, ordinances, rules, and
regulations, obtain all necessary permits, licenses, including a City of Bozeman business license if
applicable, and inspections from applicable governmental authorities, and pay all fees and charges in
connection therewith. Bear Cloud Software shall comply fully with all applicable state and federal laws,
regulations, and municipal ordinances including, but not limited to, all workers’ compensation laws, all
environmental laws including, but not limited to, the generation and disposal of hazardous waste, the
Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety
Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the
Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority
and small business statutes and regulations.
13. NONDISCRIMINATION.
Bear Cloud Software agrees that all hiring by Bear Cloud Software of persons performing this Agreement
shall be on the basis of merit and qualifications. Bear Cloud Software will have a policy to provide equal
employment opportunity in accordance with all applicable state and federal anti-discrimination laws,
regulations, and contracts. Bear Cloud Software will not refuse employment to a person, bar a person
from employment, or discriminate against a person in compensation or in a term, condition, or privilege
of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national
origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when
the reasonable demands of the position require an age, physical or mental disability, marital status or sex
distinction. Bear Cloud Software shall require these nondiscrimination terms of its subcontractors
providing services under this agreement.
14. MODIFICATION AND ASSIGNABILITY.
This Agreement may not be enlarged, modified or altered except by written agreement signed by both
parties hereto. Bear Cloud Software may not subcontract or assign it’s rights, including the right to
compensation or duties arising hereunder, without the prior written consent of City. Any subcontractor
or assignee will be bound by all of the terms and conditions of this Agreement.
15. NON-WAIVER.
A waiver by either party any default or breach by the other party of any terms or conditions of this
Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any
available legal or equitable rights in the event of any subsequent default or breach.
16. ATTORNEY FEES AND COSTS.
In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or
conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party
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giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of
in-house counsel to include City Attorney.
17. DISPUTE RESOLUTION.
17.1. Any claim, controversy, or dispute between the parties, their agents, employees, or
representatives shall be resolved first by negotiation between senior-level personnel from each party duly
authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may
invite an independent, disinterested mediator to assist in the negotiated settlement discussions.
17.2. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute
was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance
with the Applicable Law provisions of this Agreement.
18. SEVERABILITY; ENTIRE AGREEMENT.
18.1 If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall
continue in effect.
18.2 This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties.
Covenants or representations not contained therein or made a part thereof by reference, are not binding
upon the parties. There are no understandings between the parties other than as set forth in this
Agreement. All communications, either verbal or written, made prior to the date of this Agreement are
hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference.
19. APPLICABLE LAW.
This Agreement will be governed solely by the internal laws of the State of Montana without reference to
any conflicts of law principle that would apply the substantive laws of another jurisdiction. The parties
consent to the personal and exclusive jurisdiction of the federal and state courts of Gallatin County,
Montana.
20. EXTENSIONS.
This Agreement may, upon mutual agreement, be extended by written agreement of the Parties. In no case,
however, may this Agreement run longer than five (5) years.
21. COUNTERPARTS.
This Agreement may be executed in counterparts, which together constitute one instrument.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
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IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first
above written.
CITY OF BOZEMAN, MONTANA BEAR CLOUD SOFTWARE LLC
By________________________________ By________________________________
Dennis Taylor, Interim City Manager Print Name: ________________________
Title: ______________________________
APPROVED AS TO FORM:
By_______________________________
Karen Stambaugh, Assistant City Attorney
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Exhibit A
Thank you for your interest in STR Helper. Please find our standard contract proposal. As part of the
contract, you have selected the following product modules.
Standard Implementation One-time fee ($3,000.00) – This is a one-time fee changed to
implement STR Helper’s standard features.
Validation Listing Confirmation One-time fee ($2,692 optional) After the standard
implementation fee, the first 500 listings will be validated by STR Helper’s Validation Technicians
in City of Bozeman, Montana
Annual STR Helper Software Fee ($10,000.00) – This fee covers the core STR Helper software
features including compliance/monitoring module, license list portal, reporting tool, mail merge
functions for a period of one year.
Optional Calendar and Reviews Data Function Annual Fee ($5,000) – The Calendar Function
and Reviews Function provides occupancy data, archived screenshots of the hosts
Calendars/Reviews and enabling verification of the property renting not just advertised.
Optional Registration Portal ($1500) – This provides access to the STR Helper Registration Portal
for on-line registration and renewal, either as a standalone, or implemented through the city
web site for the period of one year.
Optional Complaint Portal ($1500) – This provides access to the STR Helper Complaint Portal,
either as a standalone, or implemented through the city web site for the period of one year.
Optional Complaint Hotline ($3,500) – This provides access to the STR Helper Interactive voice
response (IVR) switch for a period of one year, including configuration and implementation.
Additional Account Licenses ($300.00 optional per year) – We recommend that every user has
their own license. This way when notes, action items, or tasks are created, STR Helper will log
the updates to the correct user. (x 6 users = $1800)
On-site Training ($700 per day + travel expenses optional) – We do offer internet trainings for
free but some clients prefer one to two days of on-site training to help expedite production
rollout.
Custom Development ($140 per hour optional) – Since we are a software company we can
create custom features for our clients. For example, if you need STR Helper to export data to a
third-party application, then we can assign resources to engineer that request.
Total First Year Expense: $25,492
If you have any questions, please let me know. We look forward to working closely with you!
John Spuhler
johns@strhelper.com
(435) 232-0553
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Implementation Process Outline
EXHIBIT B
Thank you for your interest in STR Helper. This guide is to inform you of the requirements needed to
complete a successful rollout of the software. There are 7 stages to the implementation process. Each
stage is divided into two sections. The first section covers what is required from the municipality. The
second section covers what STR Helper is committed to deliver. Depending on the features and services
purchased, we may slightly modify how each stage is completed.
Stage 1 – Project Kickoff
Municipality Deliverables:
• A primary contact person to STR Helper.
STR Helper Deliverables:
• STR Helper will create a project team which will include the following resources: project
manager, development resources, testing recourses and validator technicians. The project
manager is the primary contact person for the municipality.
Stage 2 – Parcel Data Normalization
This is the baseline data that STR Helper will use to identify short-term rentals listings from the national
hosting sites like HomeAway and Airbnb.
Municipality Deliverables:
• Parcel Data File
The following parcel data is usually acquired from the County’s Assessors office or from the city’s
planning department. In most cases the data is downloaded from the county’s Geographic Information
Systems (GIS). The data file needs to be delivered to STR Helper in a format that can be imported into
Microsoft Excel.
Required Fields
Optional Fields
A - Parcel Number
B - Owner Name 1
C - Owner Name 2
D - Mailing Street Address
E - Mailing City
F - Mailing State
G - Mailing Zip Code
L - Number of Bathrooms
M - Number of Bedrooms
N - Number of Garage Stalls
O - Property Latitude
P - Property Longitude
Q - Property Lot Size Sq Ft
R - Property Nickname
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Implementation Process Outline
H - Property Street Address
I - Property City
J - Property State
K - Property Zip Code
S - House Size Sq Ft
T - Year Constructed
U – Zone
STR Helper Deliverables:
• Normalization of the parcel data file, uploaded to the STR Helper database.
• Development and configuration of the nightly batch process. This process identifies internet
listing from 20+ national hosting sites.
• Mapping the municipality’s boundary’s including the latitude and longitude of each property.
Stage 3– Deploy Project to Test
Municipality Deliverables:
• No deliverable to STR Helper unless municipality is going to assist in validation of internet
listings. If this is the case then training of municipality resources need to be scheduled.
STR Helper Deliverables:
• Code is deployed from the development environment to the test environment.
• Quality Assurance signoff that the software is ready for production rollout.
Stage 4 – Deploy Project to Production
Municipality Deliverables:
• No deliverable to STR Helper
STR Helper Deliverables:
• STR Helper is rolled to production.
• Logins are created for municipality’s users
Stage 5—Listing Validation and Training
Municipality Deliverables:
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Implementation Process Outline
• No deliverable to STR Helper unless municipality is going to assist in validation of internet
listings. If this is the case, then training sessions with municipality resources needs to be
scheduled.
STR Helper Deliverables:
• STR Helper will deploy validator technicians to start the validation process.
Stage 6 – Registrations / Mail Merge / Web Portals / Tax and Custom Reports
Municipality Deliverables: These are optional features within STR Helper. If any of these features are to
be deployed, then the following artifacts are required:
STR Registrations (Permits or Licenses)
• Data file containing all STR registrations and property managers. Registration data file must
include parcel ID number and address.
Mail Merge
• 6 letters can be uploaded into STR Helper. Microsoft Word file format is preferred.
• Logo files. JPG format is preferred.
Web Portals
• No deliverable to STR Helper unless customization work is needed to the standard web layouts
Tax and Custom Reports
• Data and report requirements are needed for tax and custom reports.
Calendaring and Reviews
• No deliverable to STR Helper.
STR Helper Deliverables:
• For each of the features listed above, STR Helper will assign development, quality assurance,
and training resource to deploy the agreed upon features and software customizations.
Stage 7 – Training & Support
Municipality Deliverable:
• List of e-mail addresses for login Ids to STR Helper production environment.
STR Helper Deliverable:
• Webinar trainings for STR Helper features
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Implementation Process Outline
• Support e-mail address (support@strhelper.com) Best efforts to answer e-mail questions within
12 hours.
• On Site training is available for a fee. Recommendation is to have at least one day of on-site
training,
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