HomeMy WebLinkAbout2023-135BENEVATE, INC. d/b/a NEIGHBORLY SOFTWARE SAAS ORDER FORM
Customer i
Account Name: Indian River County, FL
Initial Service Term: One (1) Year from Effective Date
Address: Community Development Department
$1,800.00
1801 27th Street
Services Included:
Vero Beach, FL 32960-3365
• Hosted Software to Administer Program(s)
• Dedicated Client Success Manager
Billing Contact Name & Title: Andy Sobczak,
Phone: (772) 226-1249
Interim Community Development Director
• Hosting/Security in Microsoft Tier IV Data Center
Email: asobczak@ircgov.com
Alternate Contact Name & Title: Kathy Charest, Assistant to
Phone: 772-226-1254
Interim Community Development Director
Email: kcharest@indianriver.gov
PURCHASE SUMMARY
Annual Recurring Fees Unit Price Quantity AnnualTotal
Administrative License Fee for One Year (Users 1-10) $2,400.00 5
$12,000
Administrative License Fee for One Year (Users I 1+)
$1,800.00
$0
Services Included:
• Hosted Software to Administer Program(s)
• Dedicated Client Success Manager
• Technical Support (Monday — Friday: 8:00 a.m. to 8:00 p.m. EST)
• Hosting/Security in Microsoft Tier IV Data Center
• Data Storage, Backup, and Recovery
One -Time Fees Unit Price Quantilk One -Time
Total
Implementation of Program(s) $2,500.00 2
$5,000
Services include System Configuration, Program Design, and Administrator Training for the following programs:
• Purchase Assistance
• Housing Rehabilitation
Subtotals
Annual Subtotal (Licenses):
$12,000
One -Time Subtotal (Implementation):
$5,000
TOTAL:
$17,000
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
SOFTWARE AS A SERVICE (SAAS) AGREEMENT
This SaaS Agreement ("Agreement") is entered into on this 11 day of July 2023 (the "Effective Date") between Benevate,
Inc., d/b/a Neighborly Software, a Delaware Corporation, with its principal place of business located at 3423 Piedmont Rd. NE, Atlanta,
GA 30305 ("Company"), and the Customer listed above (referred to as the "Customer") (collectively referred to as the "Parties"). This
Agreement includes and incorporates the above Order Form the Terms and Conditions below, and Exhibits A - B attached hereto.
TERMS AND CONDITIONS
1. DEFINITIONS.
a. "Authorized User" means those individuals designated and authorized by the Customer to use one of the purchased licenses to
access the Software and Services, using his or her login credentials (email address and password), which may only be used by
that single, named user.
b. "Confidential Information" means all information, in oral, written, machine readable, sample or any other form, that either
Party discloses ("Discloser") to the other ("Recipient") relating to the business of Discloser, whether furnished before or after
the Effective Date of this Agreement, including, without limitation, information related to pricing, products, services, Customer
Data, and any implementing regulations or guidelines, proprietary business practices, policies, finances, procedures, sales,
costs, liabilities, markets, strategies, concepts, methods or employees, that is not generally ascertainable from public or
published information or sources, and all analyses, compilations, data, studies, notes, memoranda or other documents prepared
by Discloser based on such Confidential Information.
c. "Customer Data" means any non-public, personal information provided by the Customer to the Company to enable the
provision of Services.
d. "Documentation" means the applicable training materials, user guides, publicly available marketing and/or proposal materials,
and other similar information, or other documents disseminated under or governed by confidentiality obligations which pertain
to the Software or Services provided by Company, which may be updated by Company at any time without notice to include
information about new features and incorporate feedback to help Company's customers understand how to use the Software
and Services.
e. "License Fees" means the annual cost for the administrative license(s) enabling users to have access to the Software.
f. "Professional Services" means non-standard customization and services available at an additional fee, including, but not limited
to, data migration services, in-person trainings, Power BI services, geographical data services, non-standard professional
developer services, etc.
g. "Services" means standard implementation services, configuration of stated program(s) to allow for enrollment, qualification,
administration and reporting, access to the Software, technical support services, hosting and security services, data storage,
backup, recovery, and other services provided by the Company as described in the Order Form or this Agreement.
h. "Software" means the proprietary web -based products, including, but not limited to, the source code, object code or underlying
structure, ideas, know-how or algorithms, documentation, or data related to the Services provided by Company, or its licensors
identified on an Order Form and subsequently made available to Customer by Company in accordance with an Order Form or
this Agreement.
2. SOFTWARE AND SERVICES.
a. During the Term of this Agreement, Company will provide Customer access to, and use of, the Software, Services, and
Documentation by enabling a portal for Customer to access through a web browser (the "Portal").
b. This Agreement does not contemplate any customized products, services, work -for -hire, or code developed exclusively for
Customer. In the event that the Parties agree that Company shall provide such non-standard Professional Services, the
description of the services and applicable ownership rights with respect to such Professional Services will be set forth in a
separately executed Professional Services Agreement. This Agreement does not contemplate any IP rights beyond the terms
provided herein.
c. Company will make available to Customer all updates and any documentation for such updates to the Services. Company will
use commercially reasonable efforts to 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. General
maintenance of the system is completed on a regular basis to ensure optimal performance of the Services.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
d. Service Levels. Company will use commercially reasonable efforts to maintain the availability of the Services at a level of
99.5%. For further specifications regarding the Service Levels, refer to Service Level Terms attached as Exhibit "A" to this
Agreement.
e. Technical Support. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00 p.m. EST,
Monday - Friday. ("Support Hours"). Customer shall initiate a helpdesk ticket during Support Hours by sending an email to
support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within
one (1) business day.
f. Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States.
g. Backup and Recovery of Customer Data. Company is responsible for maintaining a backup of the Customer Data and for an
orderly and timely recovery. Company shall maintain a contemporaneous backup of Customer Data that can be recovered
within a reasonable period of time.
3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.
a. Customer will not, directly or indirectly: (i) 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"); (ii) 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); nor (iii) use
the Services or any Software for timesharing or service bureau purposes.
b. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and
regulations. Subject to the limitations set forth in section 768.28, Florida Statutes, and without in any manner waiving its
sovereign immunity, 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.
c. 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.
d. At no time is it permissible for an Authorized User to share their login credentials. The number of Authorized Users licensed
hereunder is specified in the Order Form or as formally requested and approved, in writing, during the Term. Customer is solely
responsible for maintaining the status of its Authorized Users and the confidentiality of all login credentials and other Portal
access information under its control. Customer will notify Company immediately if Portal information is lost, stolen, or
disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Portal
access information that may have occurred or is likely to occur.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents,
may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and
agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose of performing
its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or
otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this
Agreement, any Confidential Information of the Discloser, without the Discloser's prior written consent. Recipient will have
appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals
as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at
least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than
reasonable care in protecting such Confidential Information.
b. Mandatory Disclosures. In the event that Recipient is required by law, a binding order of a governmental agency or court of
competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the
Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to
appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient
shall produce only such Confidential Information as is required by the court order or governmental action.
c. 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.
d. 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 of services or support, and (c) all intellectual property rights related to any of the foregoing.
e. 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.
5. PAYMENT OF FEES
a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the
fees will be sent to the Customer immediately following the Effective Date and is due within forty (40) days from the date of
the invoice, in accordance with the requirements set forth in Section 215.422, Florida Statutes, the Florida Local Government
Prompt Payment Act.
b. Late Payments. If the Customer fails to pay any invoice in full within forty-five (45) days from the due date, the Company shall
have the right to suspend the Services until payment is received. Suspension of Services in accordance with this subsection
shall not be deemed a breach of this Agreement.
C. Addition of Licenses or Programs. During the Initial Service Term, the Customer may add additional licenses and/or programs
for an additional charge. Additional programs will be charged at the rate provided in the Order Form. Additional licenses will
be charged on a pro rata basis.
d. Implementation & Delay Fees. Implementation costs are based on a 6 -8 -week implementation period (for up to four (4)
programs). Company reserves the right to assess a weekly fee of $500.00 for implementations that exceed eight (8) weeks,
beginning on the date of the Kickoff Meeting, and caused solely by Customer's delays.
e. Renewal. Company reserves the right to change the fees listed in the Order Form at the end of the Initial Service Term or then -
current renewal term. The Company shall provide the Customer with an invoice (via e-mail) based on the Company's then -
current pricing, sixty (60) days prior to end of the Initial Service Term or then -current renewal term.
f. Taxes. 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 (this excludes Company's income taxes, both federal
and state, as applicable, arising from Company's performance of this Agreement).
g. 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 immediately notify the Company in
writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this
Agreement.
6. TERM AND TERMINATION
a. Term and Renewal. Subject to earlier termination as provided below, the term of the Agreement shall commence on the
Effective Date and shall cover the Initial Service Term as specified in the Order Form and shall renew for additional periods
of the same duration as the Initial Service Term (collectively, the "Term"), upon written agreement, by the Parties.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
b. Termination for Cause. This Agreement may be terminated by either Party for cause by providing written notice (via e-mail)
to the other Party upon the occurrence of any of the following events (each, an "Event of Default"):
(i) If the other Party ceases to do business, or otherwise terminates its business operations, except as a result of an
assignment permitted under this Agreement;
(ii) If the other Party materially breaches any material provision of this Agreement and fails to substantially cure the breach
within ten (10) business days of receipt of written notice describing the breach; or
(iii) If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and
not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other
Party.
c. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Company's website portal and
provide the Customer with a final extract of the Customer Data via the Secure File Transfer Protocol (SFTP), within a
reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the Customer
Data will be provided without charge and without any conditions or contingencies whatsoever (including but not limited to the
payment of any fees due to Service Provider).
Within thirty (30) days from the date of the final extraction and transfer of the Customer Data via the SFTP, the Company shall
provide Customer with a Termination of Services and Final Data Destruction Agreement (the "Termination Agreement"),
which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached
hereto as Exhibit `B". The Customer acknowledges and agrees that if the Termination Agreement is not executed and returned
by the Customer within fifteen (15) days, the Company will follow the default process which provides for final destruction of
Customer Data forty-five (45) days after the final extraction and transfer via the SFTP. The Customer acknowledges and agrees
that the Company has no obligations whatsoever with regard to the Customer Data following the final destruction. The
Company will provide the Customer with a Certification of Data Destruction when the Customer Data has been permanently
deleted in accordance with this subsection. This Section shall survive the termination of this Agreement.
7. WARRANTY AND DISCLAIMER
a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features,
functionality, and operation of the Software as applicable; (b) the Software, as applicable, conforms to the Documentation and
is free from defects in material and workmanship; (c) the Software does not contain any viruses or other malicious threats,
programs, features, or devices ("Viruses") that could harm Customer, and Company uses commercially reasonable efforts to
prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the
Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and
workmanlike manner. Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance
or for unscheduled emergency maintenance, 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.
b. 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: (i) notify Customer as soon as practicable but no later than twenty-four (24)
hours of becoming aware of such occurrence; (ii) 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; and (iii) in the case of Personally Identifiable Information (PII), at Customer's sole election,
notify the individuals whose PII was compromised as soon as practicable but no later than is required to comply with applicable
law, or, in the absence of any legal requirement, within five (5) calendar days of the occurrence; and/or (iv) perform or take
any other actions required to comply with applicable State law as a result of the occurrence.
c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND 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. COMPANY DOES NOT
Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
WARRANT THAT THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES
AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND SERVICES. THE LIMITED
WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER
IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES.
8. INDEMNITY
a. Company will indemnify, defend, and hold harmless the Customer against all claims, suits and actions asserted by an
unaffiliated third party against the Customer for liabilities, damages and costs, including reasonable attorneys' fees, incurred
in the defense of any claim brought against Customer alleging that any Software or Services infringes or misappropriates a
third -party's U.S. registered patent right, trademark, or copyright (an "Infringement Claim"), 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. Customer shall not settle or compromise such Infringement Claim without
the express written consent of the Company.
b. Company's indemnity obligation under this Section shall not extend to claims that arise from:
(i) An unauthorized modification of the Software or Services by Customer where the Software or Services would not be
infringing without such modifications;
(ii) Customized portions of the Services designed in accordance with written specifications provided by Customer where
the Software or Services would not be infringing but for Company 's compliance with such written specifications;
(iii) The failure of Customer to install an update to the Software or Services provided by Company that would have avoided
the actual or alleged infringement;
(iv) The combined use by Customer of the Software or Services with other components, products, or services not provided
by Company where the Software or Services would not be infringing but for such combination; and/or
(v) Workflows, analytic applications, algorithms, or other applications or programming built by Customer or created by
or on behalf of Customer without Company's approval.
9. LIMITATION OF LIABILITY
a. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR LIABILITY RESULTING FROM (1) A
PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN PARAGRAPH 4; (2) A PARTY'S
INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3(D) AND 8; OR (3) A PARTY'S WILLFUL
MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE FOR ANY
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING., BUT NOT
LIMITED, TO LEGAL FEES AND EXPENSES), WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY
ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY INCLUDING, BUT NOT
LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE. EXCEPT FOR LIABILITY
RESULTING FROM (1) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN
PARAGRAPH 4; (2) A PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN PARAGRAPHS 3(D) AND 8;
OR (3) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL THE AGGREGATE LIABILITY OF
EITHER PARTY EXCEED THE GREATEST AMOUNT OF THE FEES PAID OR OWED BY EITHER PARTY UNDER
THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE
TO THE CLAIM. THE LIMITATIONS IN THIS SECTION FORMED A BASIS FOR ENABLING EACH PARTY TO
OFFER AND ACCEPT THE TERMS HEREIN.
10. INSURANCE
a. During the course of performing its duties 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 least $1,000,000; and (e) Workers Compensation complying with applicable statutory requirements.
Company will provide Customer with copies of certificates of insurance upon Customer's written request.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
11. DISPUTE RESOLUTION
a. Venue for any action arising from or relating to this Agreement shall be in the state court of Indian River County, Florida or
for federal cases, in the Southern District of Florida, Fort Pierce Division.
12. NOTICE
a. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered (a)
personally or by overnight courier, (b) sent by email, or (c) forty-eight (48) hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address or email address
as set forth in this section. E-mail is the preferred method of notice. Any change of address, e-mail address, telephone number,
or person to receive notice shall be made by notice given to the other Party.
b. Addresses. Subject to change pursuant to this Section above, the addresses for notices are as follows:
For the Company:
Jason Rusnak
Benevate, Inc. (dba Neighborly Software)
3423 Piedmont Rd, NE
Atlanta, GA 30305
Phone:
Email: Jason.RusnakngjNeighborlvSoftware.com
Sarah Bohentin
Benevate, Inc.
Phone: 850-363-1717
Email: Sarah.Bohentin@NeighborlySoftware.com
For the Customer:
Andy Sobczak
Interim Community Development Director
Indian River County
1801 27th Street
Vero Beach, FL 32960-3365
Phone: 772-226-1269
Fax: 772-226-1232
Email: asobczak@ircgov.com
13. MISCELLANEOUS
a. Severability. 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.
b. Waivers. No waiver of any provision of this Agreement or consent to any action shall constitute a waiver of any other provision
of this Agreement or consent to any other action. No waiver or consent shall constitute a continuing waiver or consent or
commit a Party to provide a future waiver. Any provision of this Agreement may be waived only with the written consent of
the Parties. Company may use Customer's name and logo in a list of customers section on its website.
c. Entire Agreement & Amendments. 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.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
d. Assignment. This Agreement is not assignable, transferable, or sub -licensable by either Party without the other Parties prior
written consent, except as such assignment, transfer or sublicense is in connection with a merger, acquisition, or similar change
of control event.
e. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Parties do
not have any authority of any kind to bind the other Party in any respect whatsoever.
f Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations
hereunder (except for the payment of amounts due) to the extent caused by strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, pandemics, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages
or any other cause which is beyond the reasonable control of such party. Upon an occurrence of an event of force majeure,
Company cannot ensure uninterrupted or error free service or access to the Software or Services and there may be periods
where access is delayed, limited or unavailable. Company shall use commercially reasonable efforts to provide the Software
or Services to Customer in accordance with its Business Continuity and Disaster Recovery Plan a copy of which will be
provided upon written request.
g. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida.
h. TERMINATION IN REGARD TO F.S. 287.135: Company certifies that it and those related entities of Company as defined
by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida
Statutes, and are not engaged in a boycott of Israel. Customer may terminate this Contract if Company, including all wholly
owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found
to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in
section 215.4725, Florida Statutes.
i. Company is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to
confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section
448.095, F.S. Company is also responsible for obtaining proof of E -Verify registration and utilization for all subcontractors.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS
SIGNATURE PAGE
BENEVATE, INC.
By:1��n4By:
Name: J. Jason Rusnak
Name:
Title: President, Benevate, Inc. Title:
INDIAN RIVER COUNTY, FL
.•••0,13urgrr"`c •.��s
SIGNATURE PAGE
'o� �_ •: off:
BENEVATE, INC. INDIAN RIVER COUNTY, FIjz; ;�
:071
By: By: .......
Joseph JA Earman, Wairman
Name: J. Jason Rusnak
By: /4
Title: President, Benevate, Inc. John A. Titkanich, Jr., County Administrator
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
Dylan Reingold, County Attorney
Ryan L. Butler, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT A
Service Level Terms
This Exhibit A outlines the Company's commitments to provide Support Services and problem resolution regarding
the performance of the Software and/or Services.
1. Definitions.
a. "Error" means a failure of the Software to perform in accordance with the Documentation, resulting in the
inability to use, or material restriction in the use of, the Software.
b. "Scheduled Downtime" means any period of time during which the Software or Services are unavailable due
to the Company's planned maintenance and support of the Software or Services. Scheduled Downtime and
are excluded from the 99.5% Service Availability calculation.
c. "Support Services" means technical support assistance provided by Company personnel to Customer's
designated administrators for problem resolution, bug reporting, and/or technical assistance.
d. "Unscheduled Downtime" means any time the Software is not available due to an event or circumstance
excluding Scheduled Downtime or Force Majeure and the amount of time required by Company to resolve
or provide a work around for the failure of any documented feature required to complete a primary function
of the Software in accordance with the Documentation.
e. "Update" means any error correction, bug fix, patch, enhancement, improvement, update, upgrade, new
version, release, revision or other modification to the Software or Services provided or made available by the
Company pursuant to the Agreement, including, without limitation, any update designed, intended, or
necessary to make the Software, Services, or Customer's use thereof compliant with applicable law.
2. Service Availability.
a. Company will use commercially reasonable efforts to maintain the availability of the Software to the
Customer at 99.5%. All Updates will be completed outside of standard business hours (same as Support
Hours). Notification of Updates will not be provided unless downtime is expected. If major Updates are
required during standard business hours due to necessity, Company will provide notification to Customer as
soon as reasonably possible. Updates during Scheduled Downtime and are excluded from the 99.5% Service
Availability calculation.
3. Technical Support.
a. Availability. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00
p.m. EST, Monday - Friday. ("Support Hours").
b. Procedure. Customer must initiate a helpdesk ticket during Support Hours by sending an email to
support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Help
tickets in the manner set forth in Paragraph 4.
c. Conditions for Providing Support. Company's obligation to provide Software or Services in accordance with
the stated Service Availability is conditioned on Customer providing Company with sufficient information
and resources to correct the Error, as well as access to the personnel, hardware, and any additional systems
involved in discovering the Error.
4. Ticket Resolution. Company will use all commercially reasonable efforts to resolve support tickets in the process
described below. Response metrics are based on issues being reported during Support Hours.
a. Standard Ticket: Issue does not significantly impact the operation of the software or there is a reasonable
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
workaround available.
(i) Response Metric: Neighborly Software will use commercially reasonable efforts to respond and
resolve all Standard tickets within eight (8) business hours of notification.
b. Priority Ticket: Software is usable, but some features (not critical to operations) are unavailable.
(i) Response Metric: Neighborly Software will use commercially reasonable efforts to respond to all
Priority tickets within two (2) hours and resolve Priority tickets within six (6) business hours of
notification.
c. Emergency Ticket: Issue has rendered software unavailable or unusable, resulting in a critical impact on
business operations. The condition requires immediate resolution.
(i) Response Metric: Neighborly Software will use commercially reasonable efforts to respond to all
Emergency tickets within one (1) hour and resolve Emergency tickets within two (2) business hours of
notification.
5. Remedies. If Customer reasonably believes that Company has failed to achieve its Service Availability
commitments in any given month, the Company shall, following Customer's written request, provide a report that
contains true and correct information detailing Company's actual Service Availability performance. Customer
must have reported an issue with the Service Availability within the calendar month and must request the report
within ten (10) days of the end of the calendar month. The sole remedies for failure to meet the Service
Availability level of commitment is a service refund based on the following:
a. less than 99.5% but equal to or above 97%, Company shall provide Customer with a root cause analysis and
a written plan for improving Company's Service Availability to attain the 99.5% Service Availability and
Company shall promptly implement such plan;
b. between 96.9% and 93%, Company shall provide Customer with a service refund in an amount equal to 10%
of the prorated amount of the License Fees for one month;
c. between 92.9% and 90%, Company shall provide Customer with a service refund in an amount equal to 25%
of the prorated amount of the License Fees for one month;
d. Less than 90%, Company shall provide Customer with a service refund in an amount equal to 100% of the
prorated amount of the License Fees for one month;
6. Exclusions. Company shall have no liability for, and shall make no representations or warranties respecting
Service Availability or lack of availability of the Software due to: (1) outages caused by the failure of public
network or communications components; (2) outages cause by a Force Majeure event; (3) outages or Errors
caused by the Customer's use of any third -party hardware, software, and/or services; (4) Errors caused by the
individual Authorized User's desktop or browser software; (5) Errors caused by the Customer's negligence,
misconduct, hardware malfunction, or other causes beyond the reasonable control of the Company; and/or (6)
Customer has not paid License Fees under the Agreement when due.
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Benevate Inc. (dba Neighborly Software) SAAS Services Order Form
EXHIBIT B
Sample Termination of Services and Data Destruction Agreement
This Termination of Services and Final Data Destruction Agreement is made as of [Effective Date], by and between
Benevate, Inc. d/b/a Neighborly Software, a Delaware corporation (the "CoMRM'), and [Full Legal Name] (the
"Customer"), collectively referred to as the "Parties."
Pursuant to the Software as a Service Agreement, attached hereto as Exhibit "A" (referred to as the "Agreement"), the
Company has housed the Customer Data (defined as any non-public, personal information provided by the Customer
to the Company to enable the provision of Services).
1. The parties agreed to terminate the Agreement as of [Date] (Termination Date) and acknowledge and agree to
the terms provided herein.
a. Portal Disabled. The Company disabled the Customer's portal website on the Termination Date,
restricting Customer's ability to insert or alter any data in preparation for the final data extraction.
b. Final Extraction of Customer Data. Company completed a final extraction of the Customer Data and
provided said data to the Customer on [Date] (Final Extraction Date). via the Secure File Transfer
Protocol (SFTP).
c. Loss of Access. The Customer shall continue to have access to the Customer Data via the Secure File
Transfer Protocol (SFTP) until [Date], thirty (30) days from the Final Extraction Date.
d. Customer Responsibility. The Customer is solely responsible for retrieving and storing the data
provided via the SFTP within this thirty (30) day period. If the Customer fails to retrieve and store the
data, there is no recourse as the data will have been permanently deleted in accordance with subsection
(e).
e. Destruction of Data. The Customer Data will be permanently deleted by the Company on [Date], forty-
five (45) days from the Final Extraction Date.
2. Customer Acknowledgement. The Customer acknowledges and agrees that the Company has no obligations
whatsoever with regard to the Customer Data following the final destruction of the data as referenced above.
The parties have executed this Termination of Services and Final Data Destruction Agreement as of the date first
above written.
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