SAAS SERVICE AGREEMENTBenevate Inc. (dba Neighborly Software) SAAS Services Order Form
BENEVATE INC. (dba NEIGHBORLY SOFTWARE) SAAS SERVICES ORDER FORM
Customer: City of Clearwater, Florida
Contact: Chuck Lane, Assistant Director Economic
Development & Housing Department
Address: 600 Cleveland St, Suite 600 Clearwater, FL
33755
Phone: (727) 562-4023
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: $16,800.00 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: Five (5) years from Effective Date
Implementation Services: Company will use commercially reasonable efforts to provide Customerthe 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): $7,500.00
SAAS SERVICES AGREEMENT
This SaaS Services Agreement ("Agreement") is entered into on this 1 yµday of 0e14 2019 (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. amongother 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 afterthe date hereof.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
1. SAAS SERVICES AND SUPPORT
TERMS AND CONDITIONS
reasonable precautions to protect such Proprietary Information,
and (ii) not to use or divulge to any third person any such
Proprietary Information.
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.
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
Customer represents, covenants, and warrants that Customer will
use the Services in compliance with all applicable laws and
regulations. Customer hereby agrees to indemnify and hold
harmless Company against any damages, losses, liabilities,
settlements and expenses (including without limitation costs and
attorneys' fees) in connection with any claim or action that arises
from an alleged violation of the foregoing. Nothing contained in
this Agreement is intended to nor shall it be construed as a waiver
of any immunity from or limitation from liability that the
Customer is entitled to under the doctrine of sovereign immunity
(Section 768.28, Florida Statutes). Nothing herein shall be
construed as consent by the Customer to be sued by third parties
in any manner arising out of this Agreement.
2.2 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").
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 a s "Proprietary
Information" of the Disclosing Party). Proprietary Information of
Company includes non-public information regarding features,
functionality and performance of the Service. Proprietary
Information of Customer includes non-public data provided by
Customer to Company to enable the provision of the Services
("Customer Data"). The Receiving Party agrees: (i) to take
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3.2 Customer shall own all 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 shallown 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 (i) use such information and data to
improve and enhance the Services and (ii) disclose such data
solely in aggregate or other de -identified form in connection with
its business.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees
described in the Order Fonn 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
three percent (3%) or Consumer Price Index, whichever is less (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.
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
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
or excise tax. If Customer is a tax-exempt entity, you agree to
provide Company with a tax exempt certificate. Otherwise,
Company will pay all 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
govemmental 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, this
Agreement is for the Initial Service Term as specified in the Order
Form.
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 day 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. Further,
Company shall certify to Customer the destruction of any
Customer Data within the possession or control of Company, but
such destruction shall occur only afterthe Customer Data has been
returned to Customer. This Section shall survive the termination
of this Agreement.
5.4 Customershall have the right, without any obligation to
assign any reason, at Customer's sole option, to terminate this
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Agreement for convenience by giving thirty (30) days prior
written notice to Company, provided however, that Customer
shall remain liable for all Fees for the remainder of the then
current Year and Customer shall not be entitled to any refund or
credit for any unused Year.
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
Company sha ll hold Customerharmless 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 THE
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
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
INACCURACY OR CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
BEYOND COMPANY'S REASONABLE CONTROL; OR (D)
FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID BY CUSTOMER TO COMPANY FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS
PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY,
IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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; (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 least $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.
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 Agreement 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 underthis 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 oralagreements, 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.
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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 ovemight 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 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. The exclusive venue for any proceeding or suit in law
or equity arising from or incident to this Agreement will be in
Pinellas County Florida.
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.
Countersigned:
Approved as to form:
CITY OF CLEARWATER, FLORIDA
a Municipal Corporation
By:
/Z3P4,8.),Lst—iu
William B. Horne, II, City Manager
Attest:
Assistant City Attorney Rosemarie Call, City Clerk
BENEVATE, INC.
By: Witness:
J. r n snak
Title: President, Benevate Inc
Date:
Name: CA is g E.41 M
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT A
Services Statement ofWork
1. SaaS Services Description. Company will provide Customer with hosted software for the enrollment, qualification,
administration and reporting of the following programs:
a. Subrecipient and Developer Program (this will contain an application template formicroenterprise, public facility rehab,
real property acquisition, new construction & multi -family rehab)
b. Facade Loan -to -Grant Program
c. Down Payment Assistance Program
d. Homeowner Rehabilitation Program
e. Public Services Program
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) eight (8) 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"). Custom ermay initiate a
helpdesk ticket during Support Hours by emailing support@neighborlysoftware.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.
5. Backup and Recovery of Customer Data. As a part of the Services, Company is responsible for maintaining a backup of
CustomerData and for an orderly and timely recovery of such data in the event that the Services maybe 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 CustomerData 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
CustomerData, Company shall, as applicable: (a) notify Customer as soon as pra cticable 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 othermaterials required to comply with applicable law oras otherwise
required by Customer; (c) in the case of Personally Identifiable Information (PII), at Customer's sole election, (i) notify the
affected individuals who comprise the PII as soon a spracticable 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 of PII,
provide third -party credit and identity monitoring services to each of the affected individuals who comprise the PII 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 date of 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 formajorcredit 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.
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Benevate Inc. (dba Neighborly Software) SAAS Services Ogler Form
EXHIBIT B
Service Level Terms
The Services shall be available 99.5%, measured monthly, excludingholidays and scheduled downtime. Further, any downtime
resulting from outages of third party connections or utilities or other reason s 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 fornormaluse.
(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 l l pm-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)
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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 Managerwho 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 focalpoint 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 approvak 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 ten (10) program documents to be generated by system
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
• Upload Customer historical "active" data (i.e. outstanding loans, grants, etc.) to be provided by
Customer in an electronic format specified by Company, costs are associated with this item and not
currently included in this contract
5) Customer Responsibilities
a. Design and approve data elements, program workflow, and eligibility criteria
b. Identify allprogram 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
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300.00
$0.00
$0.00
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT D
Per User Pricing
Additional user licenses may be purchased, pro -ra ta to the Initial Service Term, based on the pricing table below.
Annual Recurring Fees
Neighborly Software Per Administrator Fee (Users 1-10)
Neighborly Software Per Administrator Fee (Users 11-20)
Neighborly Software Per Administrator Fee (Users 21+)
- Technical Support
- Hosting/Security in Microsoft Tier IV Data Center
- Data Strorage, Backup and Recovery
ANNUAL
USER PRICE FREQ USERS PRICE
$175
$125
$75
Included
Included
Included
Monthly
Monthly
Monthly
ANNUAL TOTAL $16,800.00
One Time Implementation Fee
Software Implementation Per Programa
- Software Configuration to Client Design
- Administrator Training (8 hrs Onsite)
-Administrator Guide
- Travel
UNIT PRICE FREQ UNIT
$1,500
Included
Included
Included
$800
Ine Time
Per Trip
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AMOUNT
$7, 500.00
$0.00
a - Includes configuration for the following
(1) Homeowner Rehabilitation Program
(2) Public Services Program
(3) Down Payment Assistance
(4) Facade Loan -to -Grant Program
(5) Subrecipient and Developer Program
TOTAL $ 7,500.00
Notes
1. Recurring fees are invoiced annually in advance.
2. Implementation fees are invoiced at engagement
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