HomeMy WebLinkAboutContract 53499 CITY SECRUARY
C[cmS BENEVATIF INC.(dba NEIGHBORLY SOFTWARE)SAAS SERVICES ORDER FORM
Customer: City of Fort Worth,Texas Contact:Amy Connolly
Address: City Hall 908 Monroe Street Fort Worth,TX 76102 Phone: 817-392-7556
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: $37,800.00 per year, payable annually in Initial Service Term: One year from Effective Date
advance,subject to the terms of Section 4 and Per User Pricing
attached as Exhibit D hereto.
Implementation Services: Company will use commercially reasonable 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): $8,800.00
SAAS SERVICES AGREEMENT
This SaaS Services Agreement("Agreement")is entered into on this 0 day of 2020(the"Effective Date")between
Benevate Inc with a place of business at 3423 Piedmont Rd.NE, Suite 216,Atlanta, GA 30305 ("Company"),and the Customer listed
above("Customer"). This Agreement includes and incorporates the above Order Form,as welt 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,
BENEVATE Inc.: CITY OF FORTAWORTH,TEXAS
By; K. By:
Name: J.Jason Rusnak Name:_ "I
Title:President,Benevate Inc Title: r`"t Ae,-Yn., C/7"y N�f[ ,
OFFICIAL RECORD
Cily SECRETe RY
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Benevate Inc. (dba[Neighborly Software)SAAS Services Order Form
TERMS AND CONDITIONS
1. SAAS SERVICES AND SUPPORT 3.2 Customer shall own all right,title and interest in and to
1.1 Company will use commercially reasonable efforts to the Customer Data,as well as any data that is based on or derived
provide Customer the services described in the Statement of Work from the Customer Data and provided to Customer as part of the
("SOW")attached as Exhibit A hereto. Services.
1.2 Subject to the terms of this Agreement,Company will use 3.3 Company shall own and retain all right,title and interest
commercially reasonable efforts to provide Customer the Services in and to (a) the Services and Software, all improvements,
as described in accordance with the Service Level Terms attached enhancements or modifications thereto, (b) any software,
applications, inventions or other technology developed in
hereto as Exhibit B. connection with Implementation Services or support, and (c) all
intellectual property rights related to any of the foregoing.
2. RESTRICTIONS AND RESPONSIBILITIES 3.4 Notwithstanding anything to the contrary,Company shall
2.1 Customer will not, directly or indirectly: reverse have the right to collect and analyze data and other information
engineer,decompile,disassemble or otherwise attempt to discover relating to the provision, use and performance of various aspects
the source code,object code or underlying structure,ideas,know- of the Services and related systems and technologies (including,
how or algorithms relevant to the Services or any software, without limitation, information concerning Customer Data and
documentation or data related to the Services ("Software"); data derived therefrom), and Company will be free (during and
modify,translate,or create derivative works based on the Services after the term hereof) to (i) use such information and data to
or any Software (except to the extent expressly permitted by improve and enhance the Services and (ii) disclose such data
Company or authorized within the Services); use the Services or solely in aggregate or other de-identified form in connection with
any Software for timesharing or service bureau purposes its business.
2.2 Customer represents, covenants, and warrants that
Customer will use the Services in compliance with all applicable 4. PAYMENT OF FEES
laws and regulations. Customer hereby agrees to indemnify and
hold harmless Company against any damages, losses, liabilities, 4.1 Customer will pay Company the then applicable fees
settlements and expenses (including without limitation costs and described in the Order Form for the Services and Implementation
attorneys' fees) in connection with any claim or action that arises Services in accordance with the terms therein (the "Fees").
from an alleged violation of the foregoing. Company reserves the right to change the Fees or applicable
2.3 Customer shall be responsible for obtaining and charges and to institute new charges and Fees at the end of the
maintaining any equipment and ancillary services needed to Initial Service Term or then-current renewal term,upon thirty(30)
connect to, access or otherwise use the Services, including, days prior notice to Customer(which may be sent by email).Per
without limitation modems hardware, servers, software, User Pricing,set forth on Exhibit D,shall increase by no more than
operating systems, networking, web servers and the like three percent(3%)(the"Renewal Price Cap"),applied to the then-
(collectively,"Equipment"). 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
3. CON)F'IDENTIALITY;PROPRIETARY RIGHTS initial Service Term or then current renewal term; in which case,
3.1 Each party (the"Receiving Party")understands that the the fees for any subsequent renewal shall be calculated according
other party(the"Disclosing Party")has disclosed or may disclose
to Company's then-current pricing.
business, technical or financial information relating to the
Disclosing Party's business(hereinafter referred to as"Proprietary 4.2 Company may choose to bill through an invoice,in which
Information"of the Disclosing Party). Proprietary Information of case, full payment for invoices must be received by Company
Company includes non-public information regarding features, thirty(30)days after the mailing date of the invoice. The fees do
functionality and performance of the Service. Proprietary not include any taxes, including,without limitation, sales, use or
Information of Customer includes non-public data provided by excise tax.If Customer is a tax-exempt entity,you agree to provide
Customer to Company to enable the provision of the Services Company with a tax exempt certificate.Otherwise, Company will
("Customer Data"). The Receiving Party agrees: (i)to take pay all applicable taxes to the proper authorities and Customer will
reasonable precautions to protect such Proprietary Information, reimburse Company for such taxes.If Customer has a valid direct-
and (ii)not to use or divulge to any third person any such pay permit, you agree to provide us with a copy. For clarity,
Proprietary Information. Company is responsible for paying Company's income taxes,both
federal and state, as applicable, arising from Company's
performance of this Agreement.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Farm
4.3 The parties acknowledge that appropriation of funds is a RESULTS THAT MAY BE OBTAINED FROM USE OF THE
governmental function which the Customer cannot contractually SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
commit itself in advance to perform and this Agreement does not SECTION, THE SERVICES AND IMPLEMENTATION
constitute such commitment. The Customer's obligation to pay SERVICES ARE PROVIDED "AS IS" AND COMPANY
under this Agreement is contingent upon Customer's annual DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
appropriation of funds for such purpose,and the non-appropriation INCLUDING, BUT NOT LIMITED TO, IMPLIED
of funding for such purpose in any fiscal year shall immediately WARRANTIES OF MERCHANTABILITY AND FITNESS
relieve both parties of their respective obligations hereunder,as of FOR A PARTICULAR PURPOSE.
the last day for which funds have been appropriated. The
Customer shall endeavor, upon determining that sufficient funds 7. INDEMNITY
will not be budgeted and appropriated in any fiscal year under this If permitted by law Company shall hold Customer
Agreement, to provide prompt written notice within 30 days of
such event. 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
5. TERM AND TERMINATION promptly notified of any and all threats, claims and proceedings
5.1 Subject to earlier termination as provided below, this related thereto and given reasonable assistance and the opportunity
Agreement is for the Initial Service Term as specified in the Order to assume sole control over defense and settlement;Company will
Form, and shall be automatically renewed for additional periods not be responsible for any settlement it does not approve in
of the same duration as the Initial Service Term(collectively,the writing.
"Tenn"), unless either party requests termination at least thirty 8 LIMITATION OF LIABILITY
(30)days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have,either party NOTWITHSTANDING ANYTHING TO THE
CONTRARY,EXCEPT FOR BODILY INJURY OF A PERSON
may also terminate this Agreement upon thirty (30) days' notice
(or without notice in the case of nonpayment), if the other party OR PROPERTY DAMAGE,COMPANY AND ITS SUPPLIERS
materially breaches any of the terms or conditions of this (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT
AND TECHNOLOGY SUPPLIERS), OFFICERS,
Agreement. Customer will pay in full for the Services up to and
including the last day on which the Services are provided. AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE
5.3 Upon the termination of this Agreement Company shall, WITH RESPECT TO ANY SUBJECT MATTER OF THIS
within five (5) business day following the termination of this AGREEMENT OR TERMS AND CONDITIONS RELATED
Agreement, provide Customer, without charge and without any THERETO UNDER ANY CONTRACT, NEGLIGENCE,
conditions or contingencies whatsoever(including but not limited STRICT LIABILITY OR OTHER THEORY: (A)FOR ERROR
to the payment of any fees due to Service Provider), with a final OR INTERRUPTION OF USE OR FOR LOSS OR
extract of the Customer Data in electronic format. Further, INACCURACY OR CORRUPTION OF DATA OR COST OF
Company shall certify to Customer the destruction of any PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
Customer Data within the possession or control of Company,but TECHNOLOGY OR LOSS OF BUSINESS; (B)FOR ANY
such destruction shall occur only after the Customer Data has been INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
returned to Customer. This Section shall survive the termination CONSEQUENTIAL DAMAGES; (C)FOR ANY MATTER
of this Agreement. BEYOND COMPANY'S REASONABLE CONTROL; OR(D)
6. WARRANTY AND DISCLAIMER FOR ANY AMOUNTS THAT,TOGE'I'IIER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
Company shall use reasonable efforts consistent with SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS
prevailing industry standards to maintain the Services in a manner PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY,
which minimizes errors and interruptions in the Services and shall IN EACH CASE,WHETHER OR NOT COMPANY HAS BEEN
perform the Implementation Services in a professional and ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
workmanlike manner. Services may be temporarily unavailable
for scheduled maintenance or for unscheduled emergency 9. INSURANCE
maintenance, either by Company or by third-party providers, or 9.1 During the course of performing services under this
because of other causes beyond Company's reasonable control, Agreement, Company agrees to maintain the following levels of
but Company shall use reasonable efforts to provide advance insurance: (a) Commercial General Liability of at least
notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE $5,000,000; (b) Professional Liability (ast $ of at least
SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; Commercial
(u Cnsur Liability of at least $ned vehicles
(d)
NOR DOES IT MAKE ANY WARRANTY AS TO THE Commercial Auto Insurance for Hire and Non-owned vehicles of
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Benevate Inc. (dba Neighborly Software)SAAS Services Order Form
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 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 This Agreement shall be governed and construed in all
respects in accordance with the laws of the State of Texas.
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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 activities:
a. Priority Repair
b. LeadSafe
c. Weatherization(Owner-Occupied)
d. Weatherization(Rental)
e. Healthy Homes 4 Heroes
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.
1 Technical Support.Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of
9:00 am through 7:00 pm Eastern time,with the exclusion of Federal Holidays("Support Hours"). Customer may initiate a
helpdesk ticket during Support Hours by emailing supportgneii4hborlysoftware.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
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:(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,Iogs,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,(i)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 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 ofnotifcation 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 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.
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Benevate Inc. (dba Neighborly Software)SAAS Services Order Form
EXHIBIT 13
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 Company shall maintain the Services:Tuesday,Thursday,Saturday I Ipm-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 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 makeup 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 additional program 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
■ (Optional)Upload Customer historical"active"data(i.e.outstanding loans,grants,etc.)to be provided
by Customer in an electronic format specified by Company.
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
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT D
Per User Pricing
Additional user licenses may be purchased,pro-rata to the Initial Service Term,based on the pricing table below.
,,�:i ( AIL:? �ya L.[• , .i. # _ _w _
Neighborly Software Per Administrator Fee (Users 1-10) $175 Monthly 10 V1,000.001
Neighborly Software Per Administrator Fee (Users 11-20) $125 Monthly 10 $15,000.00
Neighborly Software Per Administrator Fee (Users 21f) $75 Monthly 2 $1,800.00
Technical Support Included
- Hosting/Security in Microsoft Tier IV Data Center Included
- Data Strorage, Backup and Recovery Included
ANNUAL TOTAL $37,800.00
Lpe"111121121151
Software Implementation Per Programa 7included
1,500 One Time 5 $7,500.00
- Software Configuration to Client Design Administrator Training (8 hrs Onsite) cluded
-Administrator Guide Included
- Travel $800 Per Trip 1 $800.00
(Optionaf) 'Aato Mfgrotion of Active Loans (Minimrlm $2, ) $Z.50 Per Loan
(OptiorM1) • Graftsrnan kok Spec, Dofabam-Cos t J`.Wrrwtfrrg _ $SM06 AnrfuaOy 1 $500.00
a- Includes configuration for the following programs: IMPLEMENTATION TOTAL $ 8,800.00
(1) Priority Repair (5) Healthy Homes 4 Heros
(2) LeadSafe
(3)Weatherization (Owner-Occupied) YEAR 1 TOTAL $46,600.00
(4)Weatherization (Rental) ANTICIPATED YEAR 2 TOTAL $37,800.00
1. Recurring fees are invoiced annually in advance.
2. Implementation fees are invoiced at engagement
S