HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI
DOCUMENT ROUTING FORM
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ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT
DEPT. CONTACT PERSON: MONICA GALO EXT. 1976
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Benevate, Inc (Neighborly Software)
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS?
TOTAL CONTRACT AMOUNT: S 33,600.00 FUNDING INVOLVED?
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
• PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY):
❑ YES
YES
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
Web -Based Software Purchase & Maintenance Agreement
CKNO
❑ N()
PURPOSE OF THE ITEM BRIEF SUMMARY):
Contract between the City of Miami, Benevate Inc. Agreement to implement a software solution that will assist in
implementation of programs funded with CARES Act funding (URGENT) as well as other programs run by HCD.
the
COMMISSION APPROVAL DATE: TBD FILE ID: ENACTMENT No.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EN _..
This software is necessary for the implementation of 2 CARES Act -funded Emergency Business Programs to assist the City in the
recovery from COVID-19. This request is for an Emergency Approval of this purchase (Less than $50,0001 by the City Manager.
Item will be taken to commission at a later day.
ROUTING INFORMATION
Date
PLESE PRIN ! DESIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
5/14/2021
PRINT: ROBERTO TAZO:?
SIGNATURE:
-.
SUBMITTED TO RISK MANAGEMENT
5/14/21
PRINT: ANN-MARIE SHARPEzi
SIGNATURE: %
SUBMITTED TO CITY ATTORNEY
5/19121
PRINT: ICTO IA MENDEZ
SIG C.
APPROVAL BY ASSISTANT CITY MANAGER
) 15 Ii
PRI
SI
: FER NDO
A ATUR
CAS
MAYO
RECEIVED BY CITY MANAGER
MAY6 2021
P I T:
sI) A
AR N
••E:
E
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY"S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
N/A
PRINT: TODD B
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
ON
PLEASE ATTACH THIS ROUTIN
EXECUTION BY THE CITY MANAGER
Benevate Inc. )dba Neighborly Software) SAAS Services Order Form
IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement
on the dates shown below to be effective the day and year first shown above.
AUTHORIZED REPRESENTATIVE: ATTEST:
m , J, Jason Rusnak
Title: President, Benevate Inc
5/7/21
Date:
CITY OF MIAMI, a municipal
Corporation of e State of Florida
Arthur Norie
City Manager
MAY 2 6 2021
Date:
APPROVED AS TO INSURANCE
REQUIREMENTS
Ann -Marie Sharpe, Date:
Director, Risk Management
APPROVED BY DEPARTMENT OF
HOUSING & COMMUNITY
DEVELOPM ENT
George Mensah, Date:
Director, Department Housing &
Community Development
5/7/21
Name: Chris Behm Date:
Title: Chief Technology Officer
Corporate Seal:
ATTEST:
Todd HannoDate:
City Clerk 5 ivis
APPROVED AS TO FORM AND
CORRECTNESS:
)11
ictor6 Mende
City Attorney
Neighborly Software— Miami, FL Contract 9
5/19/21
Date:
RFA #2I-I14l - Benevate Inc.
(Neighborly Software) - Web -Based
Software Purchase & Maintenance
Agreement
City of Miami
Office of the City Attorney
Legal Services Request
To: Office of the City Attorney
From: Monica Galo
Contact Person
Administrative Aide
Title
Date: May 14, 2021
Housing & Community Dev
Requesting Client
305-416-1976
Telephone
Legal Service Requested: HCD-2021-0044
We are requesting a RUSH review of the attached contract between the City of Miami and
Benevate Inc. (dba Neighborly Software). This Agreement is for the purchase and
implementation a web -based software solution that will assist in the implementation of programs
funded with CARES Act funding (URGENT) as well as other programs run by HCD.
Complete form and forward to the Office of the City Attorney,or e-mail to Legal Services. Do not
assume that the Office of the City Attorney knows the background of the question and/or issue, such as
opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please
attach to this form and/or e-mail all pertinent information relating to the subject
Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's
name and the issued matter identification number.
All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating The
Florida Bar.
For Legal Services requesting an opinion from the Office of the City Attorney:
ue opinion in writing.
Publish
Authorise
y
on after issuance.
Roberto Tazoe Date response requested by: as soon as possible
BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY
Assigned Attorney: Date: File No.
Approved by: Ultimate Client:
Comments: I D / R Date:
Type:
Matrix:
Category:
Copy returned to Requesting Client ,
Copy to Ultimate Client
rev. 06/17/2011
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
BENEVATE INC. (dba NEIGHBORLY SOFTWARE) SAAS SERVICES ORDER FORM
Customer: City of Miami, Florida
Address: ONE Flagler Building, 14 NE 151 Ave, Miami, FL 33132
Director Contact Information:
Financial Contact Information:
Contact: Roberto Tazoe, Assistant Director, Department
of Housing and Community Development
Phone: (305) 416-1984
Email: RTazoe@miamigov.com
Name: George Mensah
Phone: (305) 416-2080
Email: GMensah a,miamigov.com
Name:
Phone:
Email:
Services: Company will use commercially reasonable efforts to provide Customer the services described in the Services Statement
of Work ("SOW") attached as Exhibit A hereto (the "Services").
Services, Fees: $27,600.00 per year, payable annually in advance,
subject to the terms of Section 4 and Per User Pricing attached as
Exhibit D hereto.
Initial Service Term: One year from Effective Date
Implementation Services: Company will use commercially reasonab e efforts to provide Customer the services described in
the Implementation Services Statement of Work attached as Exhibit C hereto ("Implementation Services"), and Customer shall
pay Company the Implementation Fee at Effective Date.
Implementation Fee (one-time): $6,000.00
SAAS SERVICES AGREEMENT
This SaaS Services Agreement ("Agreement") is entered into on this day of 2021 (the "Effective Date") between
Benevate Inc with a place of business at 3423 Piedmont Rd. NE, Atlanta, GA 30305 ("Company"), and the Customer listed above.
("Customer"). This Agreement includes and incorporates. the above Order Form, as well as the attached Terms and Conditions and
contains. among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any
different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
1
1. SAAS SERVICES AND SUPPORT
1.1 Company will use commercially reasonable efforts to
provide Customer the services described in the Statement of Work
("SOW") attached as Exhibit A hereto.
1.2 Subject to the terms of this Agreement, Company will use
commercially reasonable efforts to provide Customer the Services
as described in accordance with the Service Level Terms attached
hereto as Exhibit B.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse
engineer, decompile, disassemble or otherwise attempt to discover
the source code, object code or underlying structure, ideas, know-
how or algorithms relevant to the Services or any software,
documentation or data related to the Services ("Software");
modify, translate, or create derivative works based on the Services
or any Software (except to the extent expressly permitted by
Company or authorized within the Services); use the Services or
any Software for timesharing or service bureau purposes
2.2 Customer represents, covenants, and warrants that
Customer will use the Services in compliance with all applicable
laws and regulations.
2.3 Customer shall be responsible for obtaining and
maintaining any equipment and ancillary services needed to
connect to, access or otherwise use the Services, including,
without limitation, modems, hardware, servers, software,
operating systems, networking, web servers and the like
(collectively, "Equipment").
2.4 Customer agrees that each set of login credentials (email
address and password) for the Services may be used only by a
single, named user ("Authorized User"). At no time is it
permissible for an Authorized User to share their login credentials.
The number of Authorized Users licensed hereunder is specified
on Exhibit D: Per User Pricing. Customer agrees to notify
Company of any unauthorized user access of which the Customer
becomes aware.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the "Receiving Party") understands that the
other party (the "Disclosing Party") has disclosed or may disclose
business, technical or financial information relating to the
Disclosing Party's business (hereinafter referred to as"Proprietary
Information" of the Disclosing Party). Proprietary Information of
Company includes non-public information regarding features,
functionality and performance of the Service. Customer Data
includes non-public and public data provided by Customer to
Company to enable the provision of the Services ("Customer
Data"). The Receiving Party agrees: (i) to take reasonable
precautions to protect such Proprietary Information, and (ii) not to
use or divulge to any third person any such Proprietary
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
TERMS AND CONDITIONS
Information. Company agrees to conspicuously mark any
propriety information that Company claims to be confidential
prior to providing the said information the Customer.
Notwithstanding anything to the contrary contained herein, the
parties acknowledge and agree that all provisions of the Florida
Public Records Law, Chapter 119, are and shall be binding and
enforced at all times with regard to all action and activities under
this Agreement. Nothing in this Agreement shall prohibit or
create any liability on the Customer for complying in good faith
with the Florida Public Records Law, Chapter 119, Florida
Statutes.
3.2 Customer shall own ail right, title and interest in and to
the Customer Data, as well as any data that is based on or derived
from the Customer Data and provided to Customer as part of the
Services.
3.3 Company shall own and retain all right, title and interest
in and to (a) the Services and Software, all improvements,
enhancements or modifications thereto, (b) any software,
applications, inventions or other technology developed in
connection with Implementation Services or support, and (c) all
intellectual property rights related to any of the foregoing.
3.4 Notwithstanding anything to the contrary, Company shall
have the right to collect and analyze data and other information
relating to the provision, use and performance of various aspects
of the Services and related systems and technologies (including,
without limitation, information concerning Customer Data and
data derived therefrom), and Company will be free (during and
after the term hereof) to use such information and data to improve
and enhance the Services.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees
described in the Order Form for the Services and Implementation
Services in accordance with the terms therein (the "Fees").
Company reserves the right to change the Fees or applicable
charges and to institute new charges and Fees at the end of the
Initial Service Term or then -current renewal term, upon sixty (60)
days prior notice to Customer (which may be sent by email). Per
User Pricing, set forth on Exhibit D, shall increase by no more than
3% (the "Renewal Price Cap"), applied to the then -effective Per
User Pricing set forth on Exhibit D at the time of renewal. The
aforementioned Renewal Price Cap shall be forfeited if the
Services are not renewed prior to the termination date of the initial
Service Term or then current renewal term; in which case, the fees
for any subsequent renewal shall be calculated according to
Company's then -current pricing.
4.2 Company may choose to bill through an invoice, in which
case, full payment for invoices must be received by Company
forty-five (45) days after the mailing date of the invoice. The fees
do not include any taxes, including, without limitation, sales, use
2
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
or excise tax. If Customer is a tax-exempt entity, you agree to
provide Company with a tax exempt certificate. Otherwise,
Company will pay ail applicable taxes to the proper authorities and
Customer will reimburse Company for such taxes. If Customer has
a valid direct -pay permit, you agree to provide us with a copy. For
clarity, Company is responsible for paying Company's income
taxes, both federal and state, as applicable, arising from
Company's performance of this Agreement.
4.3 The parties acknowledge that appropriation of funds is a
governmental function which the Customer cannot contractually
commit itself in advance to perform and this Agreement does not
constitute such commitment. The Customer's obligation to pay
under this Agreement is contingent upon Customer's annual
appropriation of funds for such purpose, and the non -appropriation
of funding for such purpose in any fiscal year shall immediately
relieve both parties of their respective obligations hereunder, as of
the last day for which funds have been appropriated. The
Customer shall endeavor, upon determining that sufficient funds
will not be budgeted and appropriated in any fiscal year under this
Agreement, to provide prompt written notice within 30 days of
such event.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below and
subject the Customer's City Commission authorization for such
renewal(s), this Agreement is for the Initial Service Term as
specified in the Order Form, and shall be renewed for additional
periods of the same duration as the Initial Service Term
(collectively, the "Term"), unless either party requests termination
at least thirty (30) days prior to the end of the then -current term.
5.2 In addition to any other remedies it may have, either party
may also terminate this Agreement upon thirty (30) days' notice
(or without notice in the case of nonpayment), if the other party
materially breaches any of the terms or conditions of this
Agreement. Customer will pay in full for the Services up to and
including the last day on which the Services are provided.
5.3 Upon the termination of this Agreement Company shall,
within five (5) business days following the termination of this
Agreement, provide Customer, without charge and without any
conditions or contingencies whatsoever (including but not limited
to the payment of any fees due to Service Provider), with a final
extract of the Customer Data in electronic format (Microsoft
Excel .xls or Structured Query Language .sql). Further, Company
will delete the database and file storage container on Microsoft
Azure and shall certify to Customer the destruction of any
Customer Data within the possession or control of Company, but
such destruction shall occur only after the Customer Data has been
returned to Customer. This Section shall survive the termination
of this Agreement. This section shall survive the termination of
this agreement and shall be subject to the requirements of Chapter
119 F.S.
6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with
prevailing industry standards to maintain the Services in a manner
which minimizes errors and interruptions in the Services and shall
perform the Implementation Services in a professional and
workmanlike manner. Services may be temporarily unavailable
for scheduled maintenance or for unscheduled emergency
maintenance, either by Company or by third -party providers, or
because of other causes beyond Company's reasonable control,
but Company shall use reasonable efforts to provide advance
notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE
SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, THE SERVICES AND IMPLEMENTATION
SERVICES ARE PROVIDED "AS IS" AND COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
7. INDEMNITY
If permitted by law, Company shall indemnify, defend,
and hold Customer harmless from liability to third parties resulting
from infringement by the Service of any United States patent or
any copyright or misappropriation of any trade secret, provided
Company is promptly notified of any and all threats, claims and
proceedings related thereto and given reasonable assistance and
the opportunity to assume sole control over defense and
settlement; Company will not be responsible for any settlement it
does not approve in writing.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO
CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON
OR PROPERTY DAMAGE, COMPANY AND .ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL
EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS,
AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE
WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY OR CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY
INDIRECT OR , EXEMPLARY, DAMAGES; (C) FOR ANY
MA111JR BEYOND COMPANY'S REASONABLE
CONTROL; OR (D) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL
OTHER CLAIMS, EXCEED THE LIMITS OF ANY
APPLICABLE INSURANCE POLICY, IN EACH CASE,
WHETHER OR NOT COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES
THE
Neighborly Software —Miami, FL Contract 3
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
9. INSURANCE
9.1 During the course of performing services under this
Agreement, Company agrees to maintain the following levels of
insurance: (a) Commercial General Liability of at least
$2,000,000 in aggregate and $1,000,000 each occurrence; (b)
Professional Liability (E&O) of at least $5,000,000; (c) Cyber
Liability of at least $5,000,000; (d) Commercial Auto Insurance
for Hire and Non -owned vehicles of at (east $1,000,000; and (e)
Workers Compensation complying with applicable statutory
requirements. Company will add Customer as an additional
insured, primary and noncontributory, to our Commercial
General Liability policy. Company will provide Customer with
copies of certificates of insurance upon Customer's written
request. Company shall provide Certificates of Insurance subject
to the approval of the Director of Customer's Risk Management
Department.
10. MISCELLANEOUS
10.1 If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and
enforceable.
10.2 This Agreetent is not assignable, transferable or
sublicensable by Customer except with Company's prior written
consent. Company may transfer and assign any of its rights and
obligations under this Agreement without consent.
10.3 This Agreement is the complete and exclusive statement
of the mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements, communications
and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a
writing signed by both parties, except as otherwise provided
herein.
10.4 No agency, partnership, joint venture, or employment is
created as a result of this Agreement and Customer does not have
any authority of any kind to bind Company in any respect
whatsoever.
10.5 All notices under this Agreement will be in writing and
will be deemed to have been duly given when received, if
personally delivered; when receipt is electronically confirmed, if
transmitted by facsimile or e-mail; the day after it is sent, if sent
for next day delivery by recognized overnight delivery service;
and upon receipt, if sent by certified or registered mail, return
receipt requested.
10.6 Company may use Customer's name and logo in a list of
customers section on its website.
10.7 External link/Cloud solution. Company provides all
services and content outside of the Customer domain while
accessing Company's technology. When Customer shares public
access to Company's site, Customer shall provide disclaimer
highlighting user is leaving customer's domain and Company is
responsible for the presentation of their services.
10.8 Reasonable accommodation. Customer shall provide
disclaimers and/or notices prior to accessing Company technology
Neighborly Software —Miami, FL Contract 4
to users needing accommodation for language, disability or any
other needs warranted to apply for Customer funding or other
Customer application processes using Company's site.
10.9 This Agreement shall be governed and construed in all
respects in accordance with the laws of the State of Florida as they
apply to a contract executed, delivered and performed solely in
such State.
10.10 In the event litigation, arbitration, or mediation, between
the parties hereto, arises out of the terms of this Agreement, each
party shall be responsible for its own attorney's fees, costs,
charges, and expenses through the conclusion of all appellate
proceedings, and including any final settlement or judgment.
10.11 Whenever the singular or plural number, masculine or
feminine or neuter gender is used herein, it shall equally include
the others and shall apply jointly and severally.
10.12 This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and
transmit an electronic signature of this Agreement (whether by
facsimile, PDF or other email transmission), which signature
shall be binding on the party whose name is contained therein.
Any party providing an electronic signature agrees to promptly
execute and deliver to the other parties an original signed
Agreement upon request.
10.13 It is expressly agreed and by this statement specifically
intended by the parties that nothing within this Agreement shall
be construed as indicating any intent by either party to benefit
any other entity or person not a party signatory to this Agreement
by any provision or to entitle any such third party to any right of
action on account hereof.
10.I4 The Section headings or captions appearing in this
Agreement are for convenience only, are not part of this
Agreement, and are not to be considered in interpreting this
Agreement.
10.15 Venue shall be in Miami -Dade County, Florida.
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT A
Services Statement of Work
1. SaaS Services Description. Company will provide Customer with hosted software for the enrollment, qualification,
administration and reporting of the following programs:
a. Small Business Assistance,
b. Micro -Enterprise Assistance
c. Housing Rehabilitation
Company will make available to Customer all updates, and any documentation for such updates, to the Services. Company will
ensure that (i) new features or enhancements to existing features are synchronized with the previous version, and (ii) updates will
not degrade the performance, functionality, or operation of the Services.
2. Training Services. Company will conduct one (1) four (4) hour training session, which may be recorded by Customer. The
purpose of the training sessions is to familiarize administrator personnel with the workflow and functionality of hosted software.
3. Technical Support. Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of
9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a
helpdesk ticket during Support Hours by emailing support@neighborlvsoflware.com. Company will use commercially
reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
4. Data Storage. Company agrees that any and all Customer data will be stored, processed, and maintained solely in data centers
located in the United States. Microsoft Azure Tier 4 FedRAMP certified data centers are located at 101 Herbert Drive Boydton,
VA and 5150 Rogers Road, San Antonio, TX.
5. Backup and Recovery of Customer Data. As a part of the Services, Company is responsible for maintaining a backup of
Customer Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Company
shall maintain a contemporaneous backup of Customer Data that can be recovered within four (4) hours at any point in time.
6. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to
compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or
organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of
Customer Data, Company shall, as applicable and at no cost to Customer: (a) notify Customer as soon as practicable but no later
than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence,
including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable
law or as otherwise required by Customer; (c) in the case of Personally Identifiable Information (PII), at Customer's sole
election, notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with
applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; (d)
in the case ofPII, provide third -party credit and identity monitoring services to each of the affected individuals who comprise the
PIT for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for six
(6) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with
applicable law as a result of the occurrence; Notification to affected individuals, as described above, shall comply with
applicable law, be written in plain language, and contain, at a minimum: name and contact information of Company's
representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate dateof the
loss; how such loss may affect the affected individual; what steps Company has taken to protect the affected individual; what
steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies;
and, information regarding the credit and identity monitoring services to be provided by Company. This Section shall survive
the termination of this Agreement.
5
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT B
Service Level Terms
The Services shall be available 99.5%, measured monthly, excluding holidays and scheduled downtime. Further, any downtime
resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any
such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be
a "Performance Credit."
1) Definitions.
(a) "Actual Uptime" shall mean the total minutes in the reporting month that the Services were actually available for normal use.
(b) "Maintenance Window" shall mean the total minutes in the reporting month represented by the following day(s) and time(s)
during which Service Provider shall maintain the Services: Tuesday, Thursday, Saturday 1 1pm-3am ET.
(c) "Scheduled Downtime" shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) "Scheduled Uptime" shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled
Downtime.
2) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal
point)
3) Performance Credit. Performance credits may not be redeemed for cash and will only apply a credit to the month in which the
incident occurred.
(a) Where Percentage Uptime is equal to or greater than 99.5%, no Performance Credit will be due to Customer.
(b) Where Percentage Uptime is less than 99.5%, Customer shall be due a Performance Credit in the amount of 5% of the Services
Fees (as calculated on a monthly basis for the reporting month)
Neighborly Software - Miami, FL Contract 6
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT C
Implementation Services Statement of Work
This Implementation Services Statement of Work describes the Services to be performed, and Deliverables to be provided, by Company
in completion and satisfaction of the Implementation Services.
1) Company Key Roles. Company will assign an Engagement Manager who will be Customer's primary contact person and
who will coordinate all the activities of the Implementation team.
2) Customer Key Roles. Customer will assign a person to be the focal point to coordinate the user and technical support and
resources needed for the implementation, and to be responsible for approvals and decisions. This person will coordinate
data collection and reconciliation, review each stage of the implementation process, and provide end user involvement with
systems and user acceptance training. Schedule and cost estimates assume that personnel acting in the roles noted above to
be reasonably and readily available to the Company team as needed.throughout the project. Additionally, all approvals and
decisions are made within a reasonable time period.
3) Implementation Steps. The following are the general steps which make up the implementation process:
• Kickoff meeting
■ Program Design and Documentation
• System Configuration and Signoff
• Data Review and Validation
■ Administrator Training
• Historical Data Collection (if applicable)
4) Implementation Deliverables. The following are the items that will be delivered as part of implementation:
a. Program Design and Documentation
• List of all documents to be uploaded into the system as part of the Program
• List of all documents to be generated by the system as part of the Program
b. System Configuration
• Create Administrator accounts in the system
• Configure Customer enrollment application in the system
• Configure Customer specific approvals and workflow in the system, including up to thirty (30)
documents/images to be uploaded
• Configure up to two (2) program documents to be generated by system with training provided to
Customer on how to configure an unlimited number of rendered documents.
c. Data Review and Validation
• Provide up to five (5) business days for Customer to: test and validate system data and configuration
d. Administrator Training
• Conduct one (1) eight (8) hour training session, which may be recorded by Customer.
e. Historical data conversion (if applicable)
• Upload Customer historical "active" data (i.e. outstanding loans, grants, etc.) to be provided by
Customer in an electronic format specified by Company, costs outlined in Exhibit D.
5) Customer Responsibilities
a. Design and approve data elements, program workflow, and eligibility criteria
b. Identify all program documents required to be stored in the system
c. Identify all program documents to be generated by the system
d. Provide historical data in electronic format specified by Company
e. Test and approve system configuration
f. Provide final sign off that the system meets all requirements ("Go Live")
g. Participate in administrator training session
Neighborly Software —Miami, FL Contract 7
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT D
Per User/Program Pricing
Additional programs and user licenses may be purchased, pro-rata to the Initial Service Terni, based on the pricing tables below.
Neighborly Software Per Administrator Fee;(Users 1-T10)__
Neighborly Software Per Administrator Fee (Users 11+)
- Technical Support
- Hosting/Security in Microsoft Tier IV Data Center
- Data Strorage, Backup and Recovery
*2 license minimum
--$209
$150
Included
Included
, included
_Monthly
Monthly
10
2
$24,000.00
$3,600.00
ANNUAL TOTAL $27,600.00
l —=U e0E
AMOUNT
Software Implementation Per Program
2
$00
One Time
3 -
$6,000.00
- Software Configuration to Client Design
Included
- Administrator Training (8 hrs Virtual)
Included
- Administrator Guide
Included
- Travel (no travel during COVID-19 pandemic)
$800
Per Trip
0
$0.00
Rushed Implementation or Delayed Implementation Fees may apply2a.2E
See notes
One Time
0
$0.00
Increased Database Server Capacity for CARES Act/CRP/Treasury
$2,500
Monthly
0
$0.00
Loan Migration, per program. =
$2 000
Per Program
rile.
$0.00
-Additional fees for migrations beyond 5 business days
$100
Hour
n/a
$0.00
Craftsman Book Spec. Database -Cost. Estimating:
$500 _
Annually
nla:. •
�.,,r-
$0.00
o-e nnn nn
a - Includes configuration for the following
(1)Micro-Enterprise Program
g(2) Small•Business Program
(3) Housing, RehabilitationProgram
Year One Total:
Estimated Year Two Total:
$33,600.00
$27,600.00
1. Recurring fees are invoiced annually in advance.
2. Implementation fees are invoiced at engagement based on an eight -week implementation period.
2a. Implementation greater than eight weeks: The client is expected to dedicate the appropriate resources
during the implementation period. If client requires implementation to be pushed beyond the eight -week period,
Neighborly Software will charge $500 per week of delay until the program has gone live.
2b. Rushed Implementation fee: If the client requires a rushed implementation shorter than two -weeks,
Neighborly Software will charge a one-time rushed implemenatien fee of $1,000in addition to the program
3. Increased Database Server Capacity: Neighborly Software will increase database server capacity on
Microsoft Azure to ensure the availability of resources will meet expected demand (500+ applications) from the
program. Pricing will be based on 2 months of surge capacity with the option to add additional months as needed.
4. Loan Migration: Neighborly Software will commit a staff person to dedicate 5 business days to complete the
migration upon completion of the import template. We ask that the client commit resources to assist in this effort.
Should the client cause the migration to extend beyond 5 business days, Neighborly Software will charge $100 /
hour for the time expended to complete the loan migration project.
Neighborly Software —Miami, FL Contract
8
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
CONTRACT DIVISION HOUSING DIVISION
TRANSMITTAL MEMORANDUM - REIMBURSEMENT CLEARANCE
Date: 6/1/2021
Agency Name: Benevate, Inc. (Neighborly Software)
Contract Type: Software Agreement
[r Original Contract ❑ Contract Amendment
Cleared for Reimbursement Up To: $33,600.00 (Second year will be $27,600)
Period of Reimbursement: open
Oracle Project Code:
IDIS # (If applicable): N/A
Matrix Code (If applicable): N/A
National Objective: N/A
Eligible Activity: N/A (LMC, LMA, LMJ)
Resolution/ HCLC Approval Number: Emergency Procurement to be taken to City Commission
Documents that MUST be attached:
❑ Approved Budget
❑ Resolution/ HCLC Approval
❑ Print out of FSRS System Entry
O Environmental Clearance
[r 1st and Last Page of Agreement
❑ Work Program
❑ FSRS Not available for set up yet
I, , have reviewed the enclosed budget(s); the line items
Included are allowable, necessary, and the amounts indicated are reasonable for this type of
program.
Fiscal Assistant Name:
N/A
Date Cleared by Environmental: N/A
Appr•- ed by:
6/1/2021
Director/ Desigy e: Date