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HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI DOCUMENT ROUTING FORM `mush -�Z 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