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Backup Documents 10/24/2023 Item #16D 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 D 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 676 ip/yy1z 2. County Attorney Office County Attorney Office .5f G 4. BCC Office Board of County Commissioners AL Ye ' l p 126/Z3Avid,Aw._4. Minutes and Records Clerk of Courts Office Y 210 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Patrick Contact Information 239-252-8407 Contact/ Department O'Quinn/PROCUREMENT Agenda Date Item was OCTOBER 24TH, 2023 Agenda Item Number 16.D.1. Approved by the BCC Type of Document NON-STANDARD Number of Original Documents 1 Attached AGREEMENT Attached PO number or account N/A 23-026-NS BENEVATE, INC. number if document is GRANTS to be recorded MANAGEMENT SOFTWARE INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PRO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PRO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PRO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 10/24/2023 and all changes made during /A is not the meeting have been incorporated in the attached document. The County 41, anoption for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the l T I,�yy� an option for Chairman's signature. t� l'' this line. 16D 1 MEMORANDUM Date: April 28, 2023 To: Patrick O'Quinn, Procurement Specialist Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #23-026-NS for "Grant Management Services" Contractor: Benevate, Inc Attached for your records is an original of the referenced document above, (Item #16D1) adopted by the Board of County Commissioners on Tuesday, October 24, 2023. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16D 1 COLLIER COUNTY NON-STANDARD AGREEMENT #23-026-NS FOR "Grants Management Software" BETWEEN COLLIER COUNTY AND BENEVATE, INC Agreement Effective Date: November 1, 2023 Subscription Term: November 1 S` to October 31 Sr ATTACHED: 1. MASTER SUBSCRIPTION AGREEMENT .14-pages 2. CORE SAAS Services Subscription Order Form .3 pages 3. Disaster Assistance Portal SAAS Services Subscription Order Form .3 pages 4. Emergency Rental Assistance Program (ERAP) SAAS Subscription Order Form...3 pages 5. Federal Contract Provisions and Assurances .9 pages Department/Division Public Services Department Community and Human Services Division 3339 East Tamiami Trail, Building H, Suite 211 Naples, Florida 34112 Division Point of Contact Lisa N. Carr Senior Grants Coordinator Phone: 239-252-2339 lisa.carr@colliercountyfl.gov Gtp .1 SD MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement("Agreement")is entered into on this 1st day of November 2023 (the "Effective Date") between Benevate, Inc., a Delaware Corporation, with its principal place of business located at 3423 Piedmont Rd.NE,Atlanta, GA 30305 ("Company"or"Contractor"),and Collier County, a political subdivision of the State of Florida (referred to as the "Customer" or "County") (collectively referred to as the"Parties"). This Agreement includes and incorporates Exhibits A and B attached hereto and establishes the terms under which Customer may use the SaaS Service offered by the Company. 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, security, 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" means the entity identified on the Order or SOW (by its legal name or its other assumed,trade, or`doing business as' name)that purchased Company's SaaS Service pursuant to an Order Form or SOW,or such company's permitted Affiliates, successors or assigns. d. "Customer Data" means any non-public, personal information provided by the Customer to the Company to enable the provision of services. e. "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. Documentation requiring a Username and Password to access is considered Company's Confidential Information. f. "License Fees"means the annual cost for the administrative license(s)enabling users to have access to the Software. g. "Order"or"Order Form"means a transactional document between the Parties identifying the SaaS Service, add-ons, and features purchased by Customer, the license fees, and commercial details applicable to the order. h. "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. i. "SaaS Service"means the proprietary web-based'Software-as-a-Service' technology platform and products as purchased by a Customer under an Order. Page 1 of 14 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement 2. SAAS SERVICE. a. During the Term of this Agreement,Company will provide Customer access to,and use of the SaaS Service 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 SaaS Service.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 SaaS Service. General maintenance of the system is completed on a regular basis to ensure optimal performance of the SaaS Service. d. Service Levels. Company will use commercially reasonable efforts to maintain the availability of the SaaS Service 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 SaaS Service, documentation, or data related to the SaaS Service; (ii) modify, translate, or create derivative works based on the SaaS Service (except to the extent expressly permitted by Company or authorized within the Services);nor(iii)use the SaaS Service for timesharing or service bureau purposes. b. Customer represents, covenants, and warrants that Customer will use the SaaS Service in compliance with all applicable laws and regulations.To the extent limited by law,Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses in connection with any claim or action that arises from an alleged violation of the foregoing. The foregoing paragraph shall not constitute a waiver of sovereign immunity by the Customer beyond the limits set forth in Florida Statute, Section 768.28. c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Service, including, without limitation, modems,hardware, servers,software,operating systems,networking,web servers and the like. Page 2 of 14 CAO 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement 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 a separate 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 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 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. The Parties acknowledge and agree that the provisions of the Florida Public Records Law,Chapter 119, are applicable to all action and activities under this Agreement. Customer shall notify the Company if any such request would require the Customer to disclose any of the Company's Confidential Information. Further, the Customer shall redact any of the Company's Confidential Information as permitted under the Statute. Nothing in this Agreement shall prohibit or create liability on the Customer and Company from complying in good faith with the Florida Public Records Law,Chapter 119,Florida Statutes. d. Customer shall own all rights, 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 SaaS Service. Security of confidential personal information shall comply with the Florida Information Protection Act,F.S. 501.171. e. Company shall own and retain all right, title and interest in and to (a) the SaaS Service, all improvements, enhancements, or modifications thereto, (b) any software, applications, features, 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. f. 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 SaaS Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and Page 3 of 14 CA 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement after the term hereof)to(i)use such information and data to improve and enhance the SaaS Service 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 all fees set forth in an applicable Order(s).Payments are due upon receipt of a proper invoice and in compliance with Chapter 218,Fla. Stats.,otherwise known as the"Local Government Prompt Payment Act." b. Late Payments.If the Customer fails to pay any invoice in full within thirty(30)days from the due date, the Company shall have the right to suspend the SaaS Service until payment is received. Suspension of SaaS Service in accordance with this subsection shall not be deemed a breach of this Agreement. Any late interest fees shall be assessed pursuant to Section 218.74,Fla. Stat. 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 and licenses will be charged at the rate provided in the applicable Order Form for the Initial Service Term.Additional licenses will be charged on a pro rata basis. Unless otherwise stated in the Order, current pricing for licenses and programs will apply following the Initial Service Term. d. Rushed Implementation Cost. All "rushed"program implementations are double the standard rate as stated in an applicable Order. e. 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).Collier County,Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C- 1. f. 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 provide prompt notice,not to exceed thirty(30)days from such event,in writing(via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under any applicable Order. 6. TERM AND TERMINATION a. Term and Renewal. Subject to earlier termination as provided below, the term of the Agreement shall cover the Initial Service Term as specified in an applicable Order Form and may be renewed, upon written approval of the Parties, for additional three (3) one (1) year renewal periods (collectively,the"Term"). b. Termination for Convenience.Either party may terminate the Agreement without cause at any time by providing thirty (30) calendar days prior written notice to the other party. If the Customer terminates the Agreement in accordance with this subsection, Customer is not entitled to a refund for any unused portion of the Term. Page 4 of 14 C40 16D 1 Collier County,Florida and Benevate, Inc.Master Subscription Agreement c. 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. d. Effect of Termination. Upon the termination of this Agreement, Company shall disable the Customer's 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. e. Optional Data Retention. If Customer desires for Company to retain the Customer Data beyond forty-five (45) days from the date of the final extraction, Customer must make that request, in writing(via email), and receive an acknowledgement of said request. Requests that do not receive an acknowledgement or requests that are made after the forty-five (45) day window are not considered valid. The minimum cost for continued data retention is$6,000.00 for six(6)months. 7. WARRANTY AND DISCLAIMER a. Company Warranty. Company represents and warrants the following: (a) the Documentation sufficiently describes features, functionality, and operation of the SaaS Service as applicable; (b) the SaaS Service,as applicable,conforms to the Documentation and is free from defects in material and workmanship; (c) the SaaS Service 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 SaaS Service in a manner which minimizes errors and interruptions and shall perform the Services in a professional and workmanlike manner. Notwithstanding the foregoing, the SaaS Service 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. Page 5 of 14 CAO 16D I Collier County,Florida and Benevate,Inc.Master Subscription Agreement 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 SAAS SERVICE IS 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 WARRANT THAT THE SAAS SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAAS SERVICE. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SAAS SERVICE. 8. INDEMNITY a. To the maximum extent permitted by law,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 of any claim brought against Customer alleging that any SaaS Service infringes or misappropriates a third-parry'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 SaaS Service by Customer where the SaaS Service would not be infringing without such modifications; (ii) Customized portions of the SaaS Service designed in accordance with written specifications provided by Customer where the SaaS Service would not be infringing but for Company 's compliance with such written specifications; (iii)The failure of Customer to install an update to the SaaS Service provided by Company that would have avoided the actual or alleged infringement; (iv)The combined use by Customer of the SaaS Service with other components, products, or services not provided by Company where the SaaS Service 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. Page 6of14 CAO 16D ) Collier County,Florida and Benevate,Inc.Master Subscription Agreement 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. ANY LIABILITY ATTRIBUTED TO THE CUSTOMER IS LIMITED BY FLORIDA STATUTE, SECTION 768.28,AS A SOVEREGN. 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 and Errors and Omissions 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. 11. DISPUTE RESOLUTION a. With the exception of actions for injunctive relief for actions arising under the Confidentiality provisions of Section 4 of this Agreement, the Parties intend that any and every dispute by and between them, including but not limited to any dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, be resolved first by resorting to mediation, to be conducted in a mutually agreeable location in accordance with the laws of the State of Florida. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder,the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 7 of 14 CAO 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement 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 parry'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. 3423 Piedmont Rd,NE Atlanta,GA 30305 Phone: 702-864-7231 Email:Jason.Rusnak@NeighborlySoftware.com Sarah Bohentin Benevate,Inc. Phone: 850-363-1717 Email: Sarah.Bohentin@NeighborlySoftware.com NeighborlySoftware.com For the Customer: Kristi Sonntag,Director Community and Human Services 3339 Tamiami Trail East Suite 211 Phone 239.252.2486 Email Kristi.Sonntagc icolliercountyfl.gov 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. c. Company may use Customer's name and logo in a list of customers section on its website.Company may not use Customer's name and/or logo in any other manner without prior written consent from Customer. d. 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. e. 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. Page 8 of 14 CAO 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement f. 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. g. 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 SaaS Service to Customer in accordance with its Business Continuity and Disaster Recovery Plan a copy of which will be provided upon written request. h. Governing Law and Venue. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 14. SUPPLEMENTAL TERMS AND CONDITIONS a. Public Entity Crime. By its execution of this Agreement, Company acknowledges it will comply with Section 287.133 of the Florida Statutes and inform Customer of the conviction of a public entity crime. b. No Discrimination.The Company agrees that there shall be no discrimination as to race,sex,color, creed or national origin or any other class protected by federal or Federal law. c. Conflict of Interest. Company represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Company further represents that no persons having any such interest shall be employed to perform those services. d. Prohibition of Gifts to County Employees.No organization or individual shall offer or give,either directly or indirectly, any favor, gift loan, fee, service or other item of value to any County employee,as set forth in Chapter 112,Par III,Florida Statutes,Collier Count Ethics Ordinance No. 2004-05,as amended,and County Administrative Procedure 5311.Violation of this provision may result in one or more of the following consequences: a)Prohibition by the individual, firm, and/or any employee of the firm from contract with County staff for a specified period of time; b) Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c) immediate termination of any Agreement held by the individual and/or firm for cause. e. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Company is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement,including but not limited to Collier County CMA#5401, Information Systems Procurement and Lifecycle Management,as amended,F.S.§501.171 Security of Confidential Personal Information, Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324,et seq.and regulations relating thereto,as either may be amended;taxation,workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § Page 9 of 14 CAO 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement 119.0701(2)(a)-(b)as stated as follows: IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications,Government& Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples,FL 34112-5746 Telephone: (239)252-8999 Email: PublicRecordsRequest@colliercountyfl.gov The Company must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Company does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Company or keep and maintain public records required by the public agency to perform the service.If the Company transfers all public records to the public agency upon completion of the contract,the Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Company keeps and maintains public records upon completion of the contract,the Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Company observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Company to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK— SIGNATURE PAGE TO FOLLOW Page 10 of 14 CAO 16D 11 Collier County,Florida and Benevate,Inc.Master Subscription Agreement IN WITNESS WHEREOF,the Parties have executed this Amendment on the date and year first written above by an authorized person or agent. ATTEST: Crystal K. Ktnzel,- ,ck of the Circuit BOARD OF COUNTY COMMISSIONERS Court and,omptroller°A%° COLLIER COUNTY,FLORIDA By By: �r-� RICK LOCASTRO,Chairman Dated: � �' (SEAL) J t tas•to` d� an' s s�d�4l ii only Company's Witnesses ' COMPANY: BENEVATE,INC, `� First Witness By: G t-- Si S t 16jJr/ ur . TTy print witness namet --cam 0,, VlsyNi„V Residoii- 74(f--444' tType/print signature and titlet Second Witness 9 _ 2 o 23 CIJS 3E4(A, Date tType/print witness namet proved as Fo a L ality: Dep County Attorney,r I 2;74 ,— /12 Print Name REMAINDER OF PAGE INTENTIONALLY LEFT BLANK—EXHIBITS FOLLOW c) Page 11 of 14 44 -.AO 16D 1 Collier County,Florida and Benevate, Inc.Master Subscription Agreement 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 SaaS Service to perform in accordance with the Documentation, resulting in the inability to use, or material restriction in the use of,the SaaS Service. b. "Scheduled Downtime" means any period of time during which the SaaS Service is unavailable due to the Company's planned maintenance and support of the SaaS Service. Scheduled Downtime is 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 SaaS Service 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 SaaS Service 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 SaaS Service provided or made available by the Company pursuant to the Agreement, including, without limitation, any update designed, intended, or necessary to make the SaaS Service, or Customer's use thereof compliant with applicable law. 2. SaaS Service Availability. a. Company will use commercially reasonable efforts to maintain the availability of the SaaS Service 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 SaaS Service 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. Page 12 of 14 CAO 16D 1 Collier County,Florida and Benevate,Inc.Master Subscription Agreement 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 SaaS Service or there is a reasonable workaround available. (i) Response Metric: Company will use commercially reasonable efforts to respond and resolve all Standard tickets within eight(8)business hours of notification. b. Priority Ticket: SaaS Service is usable, but some features(not critical to operations)are unavailable. (i) Response Metric: Company 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 SaaS Service unavailable or unusable,resulting in a critical impact on business operations. The condition requires immediate resolution. (i) Response Metric: Company 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 SaaS Service due to:(1)outages caused by the failure of public network or communications components; (2)outages caused 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 an applicable Page 13 of 14 CAO 16D 1 Collier County,Florida and Benevate, Inc.Master Subscription Agreement Order when due. EXHIBIT B Sample Termination of Subscription and Data Destruction Agreement This Termination of Subscription and Final Data Destruction Agreement is made as of[Effective Date], by and between Benevate, Inc., a Delaware corporation (the "Company"), and [Full Legal Name] (the "Customer"), collectively referred to as the"Parties." Pursuant to the Master Subscription 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 Subscription and Final Data Destruction Agreement as of the date first above written. Page 14 of 14 CAO 16D 1 0 Neighborly Software Helping Communities Help People CORE SAAS SERVICES SUBSCRIPTION ORDER FORM Customer Information Account Name: Collier County,Florida Initial Service Term: 1 1/01/2023— 10/31/2024 Address: 3339 East Tamiami Trail,Building H., Suite 211,Naples, FL 34112 Billing Contact Name& Title: Phone: 239.252.2339 Lisa Carr Senior Grants Coordinator Email: lisa.carr@colliercountyfl.gov Alternate Contact Name& Title: Phone: 239.252.2509 Donald Luciano Assistant Director-CHS Email: donald.luciano(icolliercountyfl.gov PURCHASE SUMMARY CORE Portal: Annual Recurring Fees Unit Price Quantity Annual Total Per User Administrator Annual License Fee(Users 1-10) $2,400.00 10 $24,000.00 Per User Administrator Annual License Fee(Users 11+) $1,140.00 51 $58,140.00 CORE Portal: One-Time Fees Unit Price Quantity Annual Total Fee for Implementation of additional Program(s) $3,000.00 purchased during service term 2023-2024 TOTAL: $82,140.00 ADDITIONAL PROGRAM& LICENSES CORE PORTAL: RATES FOR 2024-2027 Seri ice I nit 202-1-21125 2025-21126 2026-21117 Implementation Fee(One-time per Program) $3,000.00 $3,500.00* $4,000.00* Per User Administrator Annual License Fee (Users 1-10) $2,400.00 $2,400.00 $2,400.00 Per User Administrator Annual License Fee(Users 11+) $1,320.00 $1,500.00 $1,800.00 Projected Total Based on Current License Count: $91,320.00 $100,500.00 $115,800.00 Additional Information PO Required? Yes: ❑No: ❑ PO Number: *New implementations will be based on the price stated or current pricing,whichever is lower. `� Phone: (855) 625-9738 Q 3423 Piedmont Road Atlanta, GA 30305 00 www.neighborlysoftware.com CA 16D -I 0 Neighborly Software Helping Communities Help People 4t loins and Conulitu ns This Software Subscription Order Form is valid upon the date it is fully executed by all parties and the Initial Term shall begin as of the Effective Date listed above. Customer's purchase and use of the Software and Services described in the Purchase Summary of this Order Form are governed by the Master Subscription Agreement(the"Agreement").Unless otherwise defined herein, all capitalized terms shall have the same meaning as assigned in the Agreement. Except as otherwise expressly set forth herein, this Order Form shall be construed in accordance with the provisions of the Agreement. By signing this Order Form,the Parties represent and certify that they are authorized to sign on behalf of their respective organization and agree to the terms and conditions of the Agreement and any terms referenced herein. BENEVATE,INC. COL OUNTY,FL By: U <.0,-,tN/1 By: / 1 Name: J. on Rusnak Rick LoCastro, Chairman Title:President Date: 9 / .Df23 Date: 10/z"t /2 3 ATTEST e, 'K� Attesva.t la ph~ '�a 1 '•^ 1.6 uie(©r6) 4 ' 4 U proved air f a 1 ality 1 Sco .Teach,Deputy County Attorney 1 I Phone: (855) 625-9738 93423 Piedmont Road Atlanta, GA 30305 q j www.neighborlysoftware.com CAO 16D 1 0 Neighborly Software Helping Communities Help People Exhibit A Features & Services Details CORE Portal: Number of Licenses Purchased: 61 Standard Features: • Separate portal for all CORE programs • 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 • Upgrades and Enhancements Implementation Services: • Up to eight(8)weeks for implementation of up to four(4) programs • System Configuration • Program Design • Administrator Training `1 Phone: (855) 625-9738 93423 Piedmont Road Atlanta, GA 30305 \O www.neighborlysoftware.com OAO 16D 1 0 Neighborly Software Helping Communities Help People DISASTER RECOVERY(DR) SAAS SERVICES SUBSCRIPTION ORDER FORM Customer Information Account Name: Collier County, Florida Initial Service Term: 11/01/2023— 10/31/2024 Address: 3339 East Tamiami Trail, Building H., Suite 211,Naples, FL 34112 Billing Contact Name& Title: Phone: 239.252.2339 Lisa Carr Senior Grants Coordinator Email: lisa.carr@a,colliercountyfl.gov Alternate Contact Name& Title: Phone: 239.252.2509 Donald Luciano Assistance Director-CHS Email: donald.luciano n,colliercountyfl.gov PURCHASE SUMMARY HURRICANE IAN DISASTER ASSISTANCE: Annual Unit Price Quantity Annual Fees Total Per User Administrator Annual License Fee(1-10) $2,400.00 10 $24,000.00 Per User Administrator Annual License Fee(1 1+) $1,140.00 5 $5,700.00 HURRICANE IAN DISASTER ASSISTANCE: One- Annual Unit Price Quantity Time Fees Total Fee for Implementation of additional Program(s) $5,000.00 purchased during service term 2023-2024 TOTAL: $29,700.00 Additional Information PO Required? Yes: ❑No: ❑ PO Number: Pricing provided in this Order is limited and specifically excludes potential CDBG-DR or CDBG-MIT programs. If Customer receives CDBG-DR or CDBG-MIT funding, a separate Order will be necessary and may be subject to a separate pricing model. DR Portal may be renewed for three(3)additional (1)year renewal periods unless terminated by either party at least thirty(30)days prior to the end of the then-current renewal term based on the rates provided below. Phone: (855) 625-9738 Q 3423 Piedmont Road Atlanta, GA 30305 V j www.neighborlysoftware.com CAO 16D 1 all/ Neighborly Software Helping Communities Help People ADDITIONAL PROGRAM&LICENSES DR PORTAL: RATES FOR 2024-2026 Set\itc nit 2024 2023 2025.2026 2026-202- Implementation Fee(One-time per Program) $5,000.00 $5,000.00 $5,000.00 Per User Administrator Annual License Fee(All Users) $2,400.00 $2,400.00 $2,800.00 Projected Total Based on Current License Count: $36,000.00 $36,000.00 $42,000.00 Terms and Conditions This Software Subscription Order Form is valid upon the date it is fully executed by all parties and the Initial Term shall begin as of the Effective Date listed above. Customer's purchase and use of the Software and Services described in the Purchase Summary of this Order Form are governed by the Master Subscription Agreement(the"Agreement"). Unless otherwise defined herein, all capitalized terms shall have the same meaning as assigned in the Agreement. Except as otherwise expressly set forth herein, this Order Form shall be construed in accordance with the provisions of the Agreement. By signing this Order Form,the Parties represent and certify that they are authorized to sign on behalf of their respective organization and agree to the terms and conditions of the Agreement and any terms referenced herein. BENEVATE,INC. CO TY,FL By: 4._ / • .�(Nto/� =-t,�,: By: Name: .Jason Rusnak Rick LoCastro, Chairman Title:President Date: 67' 20 J 23 Date: l l 0/V 1 /2 3 her 7 ATTEST: ,�., .... L • x- .a Cie est as to 9nSirtixen'5 signaturVtily pproved s t "fo ity Scott . each, eputy County Attorney Nto Phone: (855)625-9738 93423 Piedmont Road Atlanta, GA 30305 i i www.neighborlysoftware.com CAQ 160 0 Neighborly Software Helping Communities Help People Exhibit A Features & Services Details Portal & Licenses: Portal: Hurricane Ian— Disaster Assistance Portal Number of Licenses Purchased: 15 Standard Features: • Separate portal for all Hurricane ran-related programs (excluding CDBG-DR and CDBG- MIT programs) • 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 • Upgrades and Enhancements Implementation Services: • Up to eight(8) weeks for implementation of up to four(4) programs • System Configuration • Program Design • Administrator Training `1 Phone: (855) 625-9738 Q 3423 Piedmont Road Atlanta, GA 30305 \j www.neighborlysoftware.com CAO 16D 1 0 Neighborly Software Helping Communities Help People EMERGENCY RENTAL ASSISTANCE PROGRAM(ERAP) SAAS SERVICES SUBSCRIPTION ORDER FORM Customer Information Account Name: Collier County, Florida Initial Service Term: 11/01/2023— 10/31/2024 Address: 3339 East Tamiami Trail, Building H., Suite 211,Naples, FL 34112 Billing Contact Name& Title: Phone: 239.252.2339 Lisa Carr Senior Grants Coordinator Email: Iisa.carr(cr�colliercountvfl.gov Alternate Contact Name& Title: Phone: 239.252.2509 Donald Luciano Assistant Director-CHS Email: donald.luciano@colliercountyfl.gov PURCHASE SUMMARY ERAP Portal—See Exhibit A for Features & Services Unit Price Quanta) Annual Total Administrator License Fee (11/1/2023 —06/30/2024) $1,600.00* 9 $14,400.00 ERAP Maintenance Portal (07/01/2024— 10/31/2024) - $1,600.00 TOTAL: $16,000.00 *License fee is $2,400.00 per license, per year—unit price reflects 8 months prorated. **Annual cost for ERAP Maintenance Portal is set forth below—unit price reflects 4 months prorated. ERAP Maintenance Portal Cost #Tenant Applications Cost Licenses Included <10,000 $4,800.00 2 10,000—50,000 $12,000.00 5 50,000+ $12,000.00+$.08 per application over 50,000 10 ERAP Portal will transition to ERAP Maintenance Portal on 07/01/2024. All users will automatically be deactivated on 07/01/2024 except for the users identified in Exhibit A. ERAP Maintenance Portal may be renewed for three(3)additional (1)year renewal periods unless terminated by either party at least thirty (30)days prior to the end of the then-current renewal term. ERAP Maintenance Portal cost is subject to a 3%increase annually. Phone: (855) 625-9738 Q 3423 Piedmont Road Atlanta, GA 30305 00 www.neighborlysoftware.com OAO 16D 1 :0 Neighborly Software Helping Communities Help People PO Required? Yes: ❑ No: ❑ PO Number: 7 Terms and ( onihitious This SaaS Subscription Order Form is valid upon the date it is fully executed by all parties and the Initial Term shall begin as of the Effective Date listed above.Customer's purchase and use of the SaaS Service described in the Purchase Summary of this Order Form are governed by the Master Subscription Agreement(the"Agreement").Unless otherwise defined herein, all capitalized terms shall have the same meaning as assigned in the Agreement. Except as otherwise expressly set forth herein,this Order Form shall be construed in accordance with the provisions of the Agreement. By signing this Order Form, the Parties represent and certify that they are authorized to sign on behalf of their respective organization and agree to the terms and conditions of the Agreement and any terms referenced herein. BENEVATE,INC. CO I+F OUNTY,FL By: �� t By: _J�� Name: J.Jason Rusnak Rick LoCastro, Chairman Title:President Date: -j (� Z6 Z7 Date: 10/29 /2.5 I i ATTEST: CRYSTAL K N ,EL, CLERK P'. fitAtiL, . • (Y biewu Attest as to Chairman 7 Clerk ' sa signature only i � A roved as tor deg tty Scott R.Teach,Deputy Co ey Phone: (855) 625-9738 93423 Piedmont Road Atlanta, GA 30305 (4 r www.neighborlysoftware.com 1 6 D 0 Neighborly Software Helping Communities Help People Exhibit A Features & Services Details Portal & Licenses: Portal: Emergency Rental Assistance Program (ERAP) (11/01/2023 —06/30/2024) Licenses Included: 9 Portal: ERAP Maintenance Portal (07/01/2024— 10/31/2024) Licenses Included: 2 Standard Features: • Separate portal for ERAP • Hosting/Security in Microsoft FedRAMP Data Center • Data Storage, Backup, and Recovery • Technical Support(Monday—Friday: 8:00 a.m. to 8:00 p.m. EST) • Access to all Tenant, Landlord, and Vendor(e.g. utility) cases and documents • Access to the ERAP dashboard and Treasury reporting, including all required updates to Treasury reports • Access to Report Builder for ad hoc reporting The following changes apply to the Maintenance Portal: • Tenants and Landlords do not have ability to create new applications or edit existing cases ("Read Only" Access) • Tenants do not have the ability to submit Additional Funding Requests • New funding cannot be added or disbursed (Funding Tab will have "Read Only" Access) • Approval functionality is disabled • Support is provided by a general pool of Client Support Specialists; no assigned CSM • Only the Users identified below will have continued access to the Maintenance Portal • All other licenses will be deactivated (licenses can be added at any time) Maintenance Portal Users: In the space provided, please identify those individuals who will continue to have access to the Maintenance Portal on 07/01/2024. All other licenses will automatically be deactivated. You can make changes to this list prior to and during the term of the Maintenance Portal. Name Email Address 1 Tara Bishop Tara.bishop@colliercountyfl.gov 2 Daniel Nanni Daniel.nanni@colliercountyfl.gov Phone: (855) 625-9738 Q 3423 Piedmont Road Atlanta, GA 30305 10 www.neighborlysoftware.com CAO 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Acceptance of FEDERAL Contract Provisions and Assurances This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract (including a purchase order). Access to Records The local government, the U.S. Department of Housing and Urban Development, the Comptroller General of the United States, the Chief Financial Officer of the State of Florida, the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability, and any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purpose of making audit, examination, excerpts, and transcriptions. Florida Inspector General Cooperation - The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Affirmative Socioeconomic Steps If subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Contractors may seek opportunities with minority businesses, women's business enterprises, and labor surplus area firms using the Dynamic Small Business Search tool: http://dsbs.sba.gov/dsbs/search/dsp_dsbs.cfm Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352 (as amended) ($100,000 or more): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." Conflict of Interest No officer or employee of the local jurisdiction or its designees or agents, no member of the governing body, and no other public official of the locality who exercises any function or responsibility with respect to this contract, during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed. Further, the Contractor shall cause to be incorporated in all subcontracts the language set forth in this paragraph prohibiting conflict of interest. Energy Efficiency The contractor shall comply with any mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Public Law 94-163)for the State in which the work under this contract is performed. Equal Opportunity A - Activities and Contracts Not Subject to Executive Order 11246, as Ae n d e d (Applicable to Federally assisted construction contracts and related subcontracts$10,000 and under.) During the performance of this contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, CAO 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (2) The Contractor shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by Contracting Officer seeking forth the provisions of this nondiscrimination clause. The Contractor shall state that all qualified applicants be considered without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) Contractors shall incorporate foregoing requirements in all subcontracts. B—Executive Order 11246, as Amended (through 2014), Section 202 Equal Opportunity Clause (Applicable to contracts/subcontracts above $10,000) During the performance of this contract, the contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment, or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information."(4)The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the said labor union or worker's representatives of the Contractor's commitment under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and by the Rules, Regulations, and Relevant Orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by rules, regulations,and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the Provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter such litigation to protect the interests of the United States. 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES C-Civil Rights Act of 1964 Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. D.Section 109 of the Housing and Community Development Act of 1974 No person in the United States shall on the grounds of race, color, national original, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. E. Section 503 Handicapped(Contracts$2,500 or Over) (1) The Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (2) The Contractor agrees to comply with the rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act. (3) In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. (4) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notices shall state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped employees and applicants for employment and the rights of applicants and employees. (5)The Contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or their contract understanding that the contractor is bound by the terms of Section 503 of the Rehabilitation Act of 1973 and is committed to take affirmative action to employ and advance in employment physically and mentally handicapped individuals. (6) The Contractor will include the provisions of this clause in every subcontract or purchase order of$2,500 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to Section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance. F.Age Discrimination in Employment Act of 1967, as Amended It shall be unlawful for an employer- (1) to fail or refuse to hire or to discharge any individual or otherwise discriminate against any individual with respect to his compensation, terms, conditions, or privileges of employment, because of such individual's age; (2)to limit, segregate, or classify his employees in any way which would deprive or tend to deprive any individual of employment opportunities or otherwise adversely affect his status as an employee, because of such individual's age; or(3) to reduce the wage rate of any employee in order to comply with this chapter. G. Title II of the Genetic Information Nondiscrimination Act of 2008 (GINA) (1) Under Title II of the Genetic Information Nondiscrimination Act, it is illegal to discriminate against employees or applicants because of genetic information. Employers are prohibited from using genetic information in making employment decisions. GINA restricts employers and other entities covered by Title II (employment agencies, labor organizations and joint labor-management training and apprenticeship programs-referred to as"covered entities")from requesting, requiring or purchasing genetic information, and strictly limits the disclosure of genetic information. The law forbids discrimination on the basis of genetic information when it comes to any aspect of employment, including hiring, firing, pay, job assignments, promotions, layoffs, training, fringe benefits, or any other term or condition of employment. (2) "Genetic information" includes information about an individual's genetic tests and the genetic tests of an individual's family members, as well as information about the manifestation of a disease or disorder in an individual's family members (i.e. family medical history). Family medical history is included in the definition of genetic information because it is often used to determine whether someone has an increased risk of getting a disease, disorder, or condition in the future. 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES Examination of Records.This clause shall state that the grantee, the subgrantee, the Federal grantor agency, the Comptroller General, or any of their representatives shall have access to any books, documents, papers and records of the contractor which are directly pertinent to the grantee contract for the purpose of making audit, examination, excerpts, and transcriptions. The clause shall further state that the contractor shall retain all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. Reference: Common Rule, 28 CFR 66.36(I) (10) (11) and NP Common Rule, 28 CFR 70.48(d). Increasing Seat Belt Use in the United States: Pursuant to Executive Order 13043, 62 FR 19217 (April 8, 1997), the County as a federal assistance Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles. Intellectual Property All intellectual property, inventions, written or electronically created materials, including manuals, presentations, films, or other copyrightable materials, arising in relation to Provider's performance under this Contract, and the performance of all of its officers, agents and subcontractors In relation to this Contract, are works for hire for the benefit of the Department, fully compensated for by the Contract amount. Neither the County nor any of its officers, agents nor subcontractors may claim any interest in any intellectual property rights accruing under or in connection with the performance of this Contract. It is specifically agreed that the Florida Department of Children and Families shall have exclusive rights to all data processing software falling within the terms of section 119.084, F.S., which arises or is developed in the course of or as a result of work or services performed under this Contract, or in any way connected herewith. the Federal awarding agency reserves all patent rights with respect to any discovery or invention that arises or Is developed in the course of or under the contract. No Government Obligation to Third Parties The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract." Publications: Any publications produced with funds from this award must display the following language "This project [is being] [was] supported, in part, by federal award number ERA2-0347 awarded to Collier County by the U.S. Department of the Treasury." Program Fraud and False or Fraudulent Statements of Related Acts The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract." Prohibition (2 CFR Part 200.216) on certain telecommunications and video surveillance services or equipment: The Federal awarding agency prohibits the County to enter into a contract to procure or obtain equipment, services or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Record Keeping Retention The Recipient, its employees or agents, including all contractors, subcontractors or consultants to be paid from funds under this Agreement, shall allow access to its records at reasonable times to the Departments, its employees and agents. "Reasonable" shall ordinarily mean during normal business hours of 8am to 5pm local time, on Monday through Friday. "Agents" shall include, but not be limited to, auditors retained by the Department. The Contractor shall maintain all records required by the grantor. All reports, plans, surveys, information, documents, maps and other data procedures developed, prepared, assembled, or completed by the Contractor for the purpose of this Agreements shall be made available to the County by the Contractor at any time upon request by the County or HUD. Upon completion of all work contemplated under this agreement copies of all documents and records relating to this agreement shall be surrendered to the County if requested. In any event the contractor shall retain all records relating to this contract for six years after the local government makes final payment and all other pending matters are closed. CAO 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES Increasing Seat Belt Use in the United States: Pursuant to Executive Order 13043, 62 FR 19217 (April 8, 1997), the County as a federal assistance Recipient should encourage its contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company-owned, rented or personally owned vehicles. Religious Organizations CDBG funds may not be used for religious activities or provided to primarily religions organizations. Section 24 CFR 570.200(j) specifies the limitations on CDBG funds. Suspension and Debarment: (1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Contractors placed on the State of Florida convicted vendor list following a conviction for a public entity crime or on the State of Florida discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of $25,000.00 for a period of thirty-six (36) months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Termination for Cause and/or Convenience See Contract and Purchase Order Terms and Conditions Certification On behalf of my firm, I acknowledge, the grant requirements identified in this document. Vendor/Contractor Name Benevate Inc Signature / Date 9/19/23 CAO 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local)with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. J. Jason Rusnak Name Unique Entity Identification Number President 81-0880368 Title Tax ID Number Benevate Inc Firm 3423 Piedmont Rd Atlanta, GA 30305 Street Address, City, State, Zip • d4e-/\�a Sg i natu 16D 1 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies,to the best of his or her knowledge,that: (1) No Federal appropriated funds have been paid or will be paid,by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,or modification of any Federal contract,grant,loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-T.TJ,"Disclosure Form to Report Lobbying,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. The Contractor, Benevate Inc , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq.,apply to this certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply t ' certificon acid disclosure, if any. _ 'N Signature of Contractor's Authorized Official J.Jason Rusnak/President Name of Authorized Official and Title 9/19/23 Date CAO 1 6 D 1 '. FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification Collier County Solicitation No. J. Jason Rusnak , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by,the conduct of this matter. J. Jason Rusnak • (�� \�.t(f; Name Sig att.ke President 9/19/23 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1)to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4)to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. 1 6 D -� FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Un.erifable statuses will require the PR ME to either proi:ode a revised statement or provide source documentation that validates a status. A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PRIME FED NUMBER CON-PACT DOLLAR AMOUNT Benevate Inc 15 THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED. VETERAN Y TX 15 THE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? Y NX CONSTRUCTION? Y N X {DBEIM BE1W BE I OR HAVE A SMALL DISADVANTAGED BUSINESSSA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y NX CONSULTATON? 'Y N X ADMINISTRATION? ASERVICEDISABLEDVETERAN' VvBE? Y NX OTHER? ti N SDB3A? 'y N X IS TH S SUBMISS ON A REVISION? NX F YES,REV SION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY ISee Beiow) DOLLAR AMOUNT DOLLARS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMPTTER DATE TITLE OF SUBMrTTER J. Jason Rusnak 9/19/23 President EMAIL ADDRESS OF PRIME[SUBMRTER) TELEPHONE NUMBER FAX NUMBER jason.rusnak@neighborlysoftwE're.com NOTE:This information is used to track and report anticipated DBE Or E.IBE participation in federally-funded contracts- The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation, f and when awarded a County contract,the prime.Sill be asked to update the information for the grant compliance files. ETHNICITY CODE Black American BA Hispanic American HA Native American NA subcont.Asian American SAA Asian-Pacific American APA Non-Minority Women NMA• Other:not of any other group listed o D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COWER CONTRACT u I IFWRFP or PO,REO RANT PROGRAM;CONTRACT ACCEPTED BY: DATE