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Agenda 07/14/2020 Item #16D16 (3rd Amendment to Agreement #19-002-WV with Benavate, Inc.)07/14/2020 EXECUTIVE SUMMARY Recommendation to approve the Third Amendment to Agreement No. 19-002-WV with Benavate, Inc.,(“Benavate”), for Grant Management Software, approve the expenditure in the amount of $14,300, and authorize the Chairman to sign the attached amendment. OBJECTIVE: To continue to administer and monitor Federal, State, and local grant programs using a grant management software system. CONSIDERATIONS: Collier County Community and Human Services Division (“CHS”) administers numerous Federal, State, and local grant programs with thousands of clients, hundreds of applicants, and many sub-recipients. Ongoing compliance monitoring for grant projects can range from as little as five (5) years to as many as twenty (20) years. Implementation of a life cycle system for grant management is essential to Collier County to streamline grant operations, increase timeliness and accuracy, and ensure consistency for the management of activities. Benavate is the producer and sole source vendor of the Neighborly Software’s Economic and Community Development hosted software used by the County. Collier County Ordinance No. 2017-08 at Section 11, subsection 10, authorizes the use of sole source procurements where the decision to select one (1) vendor over another is base d upon a lack of competition, proprietary technology, copyright, warranty, or a supplier’s unique capability to provide the product or service. On October 15, 2018, the County administratively entered into a service contract for a CHS grant management software program in the amount of $33,000, along with a one-time implementation fee of $6,000 for a total of $39,000. The initial implementation of the system is complete, and staff is using the software program to manage most grant programs. On February 17, 2020, the county entered into a First Amendment to the Agreement increasing the annual hosting, maintenance, and support fee amount to $49,800 to add additional staff administrative licenses and to integrate two (2) additional grant program modules: the affordable housing density bonus and countywide impact fee tracking. On June 9, 2020 (Agenda Item #16.D.9), the Board approved a Second Amendment to the Agreement to cover the costs associated with adding seven (7) more administrative licenses, which increased the agreement amount by $6,300 for a total agreement amount to $56,100 annually. The proposed Third Amendment to the Agreement is sought in response to meeting the needs of Collier County residents and business owners affected by COVID-19. Staff is required to manage the grant awarded and program activities for those who are eligible to receive assistance in Collier County. The proposed Third Amendment provides for: 1. A one-time implementation and configuration fee of $8,000 for the Micro-Enterprise/Small Business and Rental/Mortgage/Utility Assistance Programs and two (2) months of increased Database Service Capacity to support CARES ACT activities. 2. An increase to the annual Hosting, Maintenance, and Support fee to $62,400, which is effective upon execution of the Third Amendment. The cost of the additional software and licenses will be paid through COVID-19 funding. FISCAL IMPACT: The proposed action described in this executive summary will increase the funding amount by $14,300. Funding is available in Gen Fund (001), Client Assistance Cost Center 155930, and the Human Services Grant Fund (707), Project 33699. GROWTH MANAGEMENT IMPACT: There is no Growth Management impact. 16.D.16 Packet Pg. 2236 07/14/2020 LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: To approve the Third Amendment to Agreement No. 19-002-WV with Benavate, Inc., for Grant Management Software, approve the expenditure in the amount of $14,300, and authorize the Chairman to sign the attached amendment. Prepared By: Lisa N. Carr, Sr. Grants Coordinator, Community & Human Services Division ATTACHMENT(S) 1. 19-002-NS Amend#3_Benevate_VendorSigned (PDF) 2. SS-BenevateInc_Federal Provisions (PDF) 3. [LinkedX] 19-002-WV_Amend#2_FullyExecuted (PDF) 4. [LinkedX] 19-002-NS_Amend_1_Benevate_FullyExecuted (PDF) 5. [LinkedX] 19-002-WV_Agreement_Fully Executed (PDF) 6. FY20 Waiver Request 086 - Benevate (2nd Amendment) (PDF) 16.D.16 Packet Pg. 2237 07/14/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.16 Doc ID: 12826 Item Summary: Recommendation to approve the Third Amendment to Agreement No. 19-002- WV with Benavate, Inc., ("Benavate"), for Grant Management Software, approve the expenditure in the amount of $14,300, and authorize the Chairman to sign the attached amendment. Meeting Date: 07/14/2020 Prepared by: Title: Grants Coordinator – Community & Human Services Name: Lisa Carr 06/30/2020 4:51 PM Submitted by: Title: Manager - Federal/State Grants Operation – Community & Human Services Name: Kristi Sonntag 06/30/2020 4:51 PM Approved By: Review: Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 06/30/2020 4:55 PM Community & Human Services Maggie Lopez Additional Reviewer Completed 06/30/2020 4:58 PM Community & Human Services Kristi Sonntag CHS Review Completed 06/30/2020 5:13 PM Procurement Services Sue Zimmerman Additional Reviewer Completed 06/30/2020 6:07 PM Community & Human Services Lisa Carr Additional Reviewer Skipped 07/01/2020 9:08 AM Procurement Services Sandra Herrera Additional Reviewer Completed 07/01/2020 12:12 PM Operations & Veteran Services Joshua Hammond Level 1 Reviewer Completed 07/01/2020 1:02 PM Public Services Department Joshua Hammond Additional Reviewer Completed 07/01/2020 1:03 PM Public Services Department Todd Henry Level 1 Division Reviewer Completed 07/01/2020 3:14 PM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 07/01/2020 3:26 PM Grants Erica Robinson Level 2 Grants Review Completed 07/01/2020 5:16 PM Grants Carrie Kurutz Additional Reviewer Completed 07/02/2020 11:06 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 07/06/2020 9:35 AM Office of Management and Budget Laura Wells Level 3 OMB Gatekeeper Review Completed 07/06/2020 9:41 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/06/2020 10:40 AM Grants Therese Stanley Additional Reviewer Completed 07/06/2020 2:22 PM 16.D.16 Packet Pg. 2238 07/14/2020 Budget and Management Office Ed Finn Additional Reviewer Completed 07/07/2020 9:13 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 07/07/2020 10:59 AM Board of County Commissioners MaryJo Brock Meeting Pending 07/14/2020 9:00 AM 16.D.16 Packet Pg. 2239 16.D.16.aPacket Pg. 2240Attachment: 19-002-NS Amend#3_Benevate_VendorSigned (12826 : Benevate Inc Third Amendment) 16.D.16.aPacket Pg. 2241Attachment: 19-002-NS Amend#3_Benevate_VendorSigned (12826 : Benevate Inc Third Amendment) 16.D.16.aPacket Pg. 2242Attachment: 19-002-NS Amend#3_Benevate_VendorSigned (12826 : Benevate Inc Third Amendment) 16.D.16.a Packet Pg. 2243 Attachment: 19-002-NS Amend#3_Benevate_VendorSigned (12826 : Benevate Inc Third Amendment) FEDERAL PROVISIONS AND CERTIFICATIONS CFDA 21.019 – CARES ACT Page 1 of 5 The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. This is an acknowledgement that the United States Department of the Treasury financial assistance through the State of Florida, Division of Emergency Management under the CARES Act, section 601(d) of the Social Security Act will be used to fund all or a portion of the contract. The contractor will comply with all applicable Federal law, regulations, executive orders, CARES Act policies, procedures, and directives. Pursuant uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a Contract / Purchase Order. Termination:See Standard Purchase Order and/or Contract Terms and Conditions 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. Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. 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 Rights to Inventions Made Under a Contract or Agreement (37 CFR § 401.2):Not applicable. 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.” Clean Air Act (42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act (33 U.S.C.1251-1387)($150,000 or more),as amended Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). Procurement of Recovered Materials (§200.322) (Materials Over $10,000): ($10,000 or more): 1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired— a. Competitively within a timeframe providing for compliance with the contract performance schedule; b. Meeting contract performance requirements; or c. At a reasonable price. 2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program 3. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.” Administrative, Contractual, or Legal Remedies (over $250,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it, will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. 16.D.16.b Packet Pg. 2244 Attachment: SS-BenevateInc_Federal Provisions (12826 : Benevate Inc Third Amendment) FEDERAL PROVISIONS AND CERTIFICATIONS CFDA 21.019 – CARES ACT Page 2 of 5 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 (l)(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. _____________________________________ DUNS Number _____________________________________ Tax ID Number ________________________________ Name ________________________________ Title ________________________________ Firm _________________________________________________________________________ Street Address, City, State, Zip Signature J. Jason Rusnak 071701687 81-0880368President Benevate Inc. (dba Neighborly Software) 3423 Piedmont Rd. NE Atlanta, GA 30305 16.D.16.b Packet Pg. 2245 Attachment: SS-BenevateInc_Federal Provisions (12826 : Benevate Inc Third Amendment) FEDERAL PROVISIONS AND CERTIFICATIONS CFDA 21.019 – CARES ACT Page 3 of 5 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- LLL, “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, __________________________, 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 to this certification and disclosure, if any. Signature of Contractor's Authorized Official Name of Authorized Official and Title Date Benevate, Inc. J. Jason Rusnak, President 6/29/2020 16.D.16.b Packet Pg. 2246 Attachment: SS-BenevateInc_Federal Provisions (12826 : Benevate Inc Third Amendment) FEDERAL PROVISIONS AND CERTIFICATIONS CFDA 21.019 – CARES ACT Page 4 of 5 Benevate, Inc.81-0880368 X XX XXXX X X N/A J. Jason Rusnak 6/29/2020 President Jason.Rusnak@NeighborlySoftware.com 703.864.7231 N/A 16.D.16.b Packet Pg. 2247 Attachment: SS-BenevateInc_Federal Provisions (12826 : Benevate Inc Third Amendment) FEDERAL PROVISIONS AND CERTIFICATIONS CFDA 21.019 – CARES ACT Page 5 of 5 Not Applicable 16.D.16.b Packet Pg. 2248 Attachment: SS-BenevateInc_Federal Provisions (12826 : Benevate Inc Third Amendment) SECOND AMENDMENT TO AGREEMENT No. 19-002-NS FOR GRANT MANAGEMENT SOFTWARE THIS SECOND AMENDMENT, made and entered into on 20205 by and between Benevate, Inc. (the "Contractor") and County, a political subdivision of the State of Florida, (the "County" or "Customer"): this Collier WHEREAS, on October 155 2018, the County entered into a SAAS Services Agreement with Contractor for the purchase of a hosted software for the enrollment, qualification, administration and reporting of federal and state grant programs with a one-time implementation fee of $6,000 and annual hosting, maintenance and support fee of $33,000; and WHEREAS, on February 17, 2020, the County administratively approved the First Amendment to the Agreement to include additional grant programs, add ten (10) additional user licenses and increase annual hosting, maintenance and support fee to $49,800; and WHEREAS, staff wishes to further amend the Agreement to: 1) modify Exhibit "A" — Services Statement of Work and Exhibit "D" — Service Fee to include seven (7) additional Administrative Licenses at an additional cost of $6,300 and replace the Affordable Housing Density Bonus Program with the Asset Management Program; and, 2) revise the expenditure threshold language found under Section 11. Supplemental Terms and Conditions to require Collier County Board of County Commissioners approval of expenditures exceeding $50,000; and WHEREAS, staff wishes to obtain Board approval of the annual expenditure of $56,100 under this Agreement as per Section Three of the Collier County Procurement Ordinance 2017-08 requiring that the Board of County Commissioners execute contracts in excess of $50,000. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: 1. Except as modified through this Amendment, all other terms and conditions of the Agreement shall remain the same. Words el�estg# are deleted; Words Underlined are added Services Fees: � $56,100.00_ per year, payable Initial Service Term: Two (2) years from Effective Date annually in advance, subject to the terms of Section 4 and Per User Pricing attached as Exhibit D hereto. Page 1 of 3 Second Amendment to Agreement # 19-002-NS TERMS AND CONDITIONS 11. Supplemental Terms and Conditions 11.1 Threshold: By execution of this Agreement, Company and Customer agree that services acquired under this Agreement shall not exceed Fifty Thousand Dollars ($50,000) per County fiscal year (October 1 st thru September 301) without the prior approval of the Collier County Board of County Commissioners. This amount is not to be construed as a minimum or maximum guarantee agreement value. Services Statement of Work SaaS Services Description. Company will provide Customer with hosted software for the enrollment, qualification, administration and reporting of the following "Programs:" a. Public Services Grant Management (CDBG/HOME) b. Homeless Grant Management (ESG) c. Down Payment Assistance Program d. Housing Rehabilitation Program e. Services for Seniors Program DensityAffbrdable Housing ��U EXHIBIT D SERVICE FEE Service Fees Annual Fee Number of Users &Programs Hosting, Maintenance and Support $4%800:00* • 24 35 Administrator Licenses described in Exhibit A and B $56.100.00* • 7 Programs as defined in Exhibit A *Company reserves the right to increase the annual Services fees at the end of the Initial Service Term or then -current renewal term by no more than 5% of the then previous year's cost ("Renewal Price Cap"), upon thirty (30) days prior notice to Customer (which may be sent by email) Page 2 of 3 Second Amendment to Agreement # 19-002-NS N WITNESS WHEREOF, the parties have executed this Second Amendment on the date and year first written above by an authorized person or agent. ATTEST: Crystal K. Kinzel, Clerk of Court & Contractor's Witnesses: t First 1dVitness U TType/print witness nameT JAW 41 w 4�L Second Wi ness TType/print witness nameT BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Burt L. Saunders, Chairman CONTRACTOR: BENEVATE, INC. it 8a „rA. Date ' as to Fo}� and Llegality: County Attorney Print Name Page 3 of 3 1 Second Amendment to Agreement # IM02-NS DocuSign Envelope ID: 5B479329-C790-4108-9EF9-C8AF3A2F54DF2/17/2020DocuSign Envelope ID: 67F028B6-1F0E-425F-AAA2-E7782B601A0F DocuSign Envelope ID: 5B479329-C790-4108-9EF9-C8AF3A2F54DF2/14/2020PresidentJason RusnakDocuSign Envelope ID: 67F028B6-1F0E-425F-AAA2-E7782B601A0FScott R. Teach BENEVATE INC, (dba NEIGHBORLY SOFTWARE) SAAS SERVICES ORDER FORM Customer: Collier County Board of County Contact: Kristi Sonntag, Manager-Federal/State Grants Commissioners, FL c/o Community and Human Services Operation Division Address: 3339 East Tamiami Trail, Suite 211 Phone: 2394524228 Naples, FL 34112 Email: Kristi.Sonntaii(i�colliercountyil.Eov Services: Company will use commercially reasonable efforts to provide Customer the services described in the Services Statement of Work ("SOW") attached as Exhibit A hereto (the "Services Services Fees: $33,000.00 per year, payable annually in Initial Service Term: Two (2) years from Effective Date advance, subject to the terms of Section 4 and Per User Pricing attached as Exhibit D hereto. Implementation Services: Company will use commercially reasonable efforts to provide Customer the services described in the Implementation Services Statement of Work attached as Exhibit C hereto ("Implementation Services"), and Customer shall pay Company the Implementation Fee upon completion of work. Payments shall comply with Chapter 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act." Implementation Fee (one-time): $6 000.00 SAAS SERVICES AGREEMENT This SaaS Services Agreement ("Agreement") is entered into on this �•.� day of October, 2018 (the "Effective Date") between Benevate Inc with a place of business at 3423 Piedmont Rd. NE, Suite 216, Atlanta, GA 30305 ("Company" or "Contractor"), and the Collier County Board of County Commissioners, c/o Community and Human Services Division ("Customer" or "County"). This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof unless approved by both Company and Customer through an Amendment to this Agreement, Benevate Inc. (dba Neighborly Software) SAAS Services Order Form TERMS AND CONDITIONS 1. SAAS SERVICES AND SUPPORT 1.1 Company will use commercially reasonable efforts to provide Customer the services described in the Statement of Work ("SOW") attached as Exhibit A hereto. 1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services as described in in accordance with the Service Level Terms attached hereto as Exhibit B. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes 2.2 Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and regulations. To the extent limited by law, Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing. The foregoing paragraph shall not constitute a waiver of sovereign immunity by the Customer beyond the limits set forth in Section 768.28 Florida Statutes. 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the "Receiving Party") understands that the otAner party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Information. The parties acknowledge and agree that all provisions of the Florida Public Records Law, Chapter 119, are and shall be binding and enforced at all times with regard to all action and activities under this Agreement. Nothing in this Agreement shall prohibit or create any liability on the Customer and Company for complying in good faith with the Florida Public Records Law, Chapter 119, Florida Statutes, 3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Security of confidential personal information shall comply with the Florida Information Protection Act, F.S. 501.171 3.3 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the "Fees"). Company reserves the right to increase the annual Services fees at the end of the Initial Service Term or then -current renewal term by no more than 5% of the then previous year's cost ("Renewal Price Cap"), upon thirty (30) days prior notice to Customer (which may be sent by email). Company reserves the right to modify the Per User Pricing, set forth on Exhibit D, at time of renewal subject to Customers right to reject and terminate for convenience with a thirty (30) days prior notice. F7 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form 4.2 Company may choose to bill through an invoice, in which case, full payment for invoices shall be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act.". The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt entity, you agree to provide Company with a tax-exempt certificate. Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will reimburse Company for such taxes. If Customer has a valid direct -pay permit, you agree to provide us with a copy. For clarity, Company is responsible for paying Company's income taxes, both federal and state, as applicable, arising from Company's performance of this Agreement. 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 #85-8015966531&16 4.3 The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non -appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations hereunder, as of the last day for which funds have been appropriated. The Customer shall endeavor, upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this Agreement, to provide prompt written notice within 30 days of such event, 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and may be renewed for additional three (3) one (1) year renewal periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then -current term. 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Customer may terminate Agreement for convenience with a thirty (30) day written notice. 5.3 Upon the termination of this Agreement Company shall, within five (5) business day following the termination of this Agreement, provide Customer, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the Customer Data in CSV or mutually agreed upon file format. Further, Company shall certify to Customer the destruction of any Customer Data within the possession or control of Company, but such destruction shall occur only after the Customer Data has been returned to Customer. This Section shall survive the termination of this Agreement. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, 7. INDEMNITY To the maximum extent permitted by law, Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. Indemnification is subject to the limitation set forth in Section 768.28, Fla. Stat. 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR PROPERTY DAMAGE, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE K� Benevate Inc. (dba Neighborly Software) SAAS Services Order Form WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 9. INSURANCE 9.1 During the course of performing services under this Agreement, Company agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000; (b) Cyber Liability of at least $1,000,000; (c) Technology Errors and Omissions of at least $1,000,000. Company will add Customer as an additional insured, primary and noncontributory, to our Commercial General Liability policy. Company will provide Customer with copies of certificates of insurance upon Customer's written request. 10. MISCELLANEOUS 10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 10.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Neither Party may transfer and assign any of its rights and obligations under this Agreement without the written consent of the other. 10.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 10.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. 10.5 All notices under this Agreement will be in writing and wilI be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 10.6 Company may not use Customer's name and logo in a list of customers section on its website without prior written consent of Customer. 10.7 This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida as they apply to a contract executed, delivered and performed solely in such State. The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the State or Federal courts in Collier County, in the State of Florida, for any and all claims and causes of action arising from or related to this Agreement. 11. SUPPLEMENTAL TERMS AND CONDITIONS 11.1 Threshold: By execution of this Agreement, Company and Customer agree that services acquired under this Agreement shall not exceed Fifty Thousand Dollars ($50,000) per County fiscal year (October I" thru September 30"). This amount is not to be construed as a minimum or maximum guarantee agreement value. 11.2 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. 11.3 COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor 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. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA 4 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 25M383 The Contractor must specifically comply with the Florida Public Records Law to: I. 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 Contractor 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 Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor 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 Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 5 Services Statement of Work l . SaaS Services Description. Company will provide Customer with hosted software for the enrollment, qualification, administration and reporting of the following "Programs:" a. Public Services Grant Management (CDBG/HOME) b. Homeless Grant Management (ESG) c. Down Payment Assistance Program d. Housing Rehabilitation Program Company will make available to Customer all updates, and any documentation for such updates, to the Services. Company will ensure that (i) new features or enhancements to existing features are synchronized with the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. 2. Training Services. Company will conduct one (1) four (4) hour training session, which may be recorded by Customer. The purpose of the training sessions is to familiarize administrator personnel with the workflow and functionality of hosted software. 3. Technical Support. Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by emailing support nei hg borlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. 4. Data Storage. Company agrees that any and all Customer data will be stored, processed, and maintained solely in data centers located in the United States, 5. Backup and Recovery of Customer Data. As a part of the Services, Company is responsible for maintaining a backup of Customer Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Company shall maintain a contemporaneous backup of Customer Data that can be recovered within four (4) hours at any point in time. 6. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of Customer Data, Company shall, as applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Customer; (c) in the case of PII, at Customer's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; (d) in the case of PII, provide third -party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for six (6) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Company's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Company has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Company. This Section shall survive the termination of this Agreement. G Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT B Service Level Terms The Services Percentage Uptime, defined below, shall be available 99.5%, measured monthly, excluding holidays and scheduled downtime. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be a "Performance Credit." 1) Definitions. (a) "Actual Uptime" shall mean the total minutes in the reporting month that the Services were actually available for normal use. (b) "Maintenance Window" shall mean the total minutes in the reporting month represented by the following days) and times) during which Service Provider shall maintain the Services: Tuesday, Thursday, Saturday I Ipm-3am ET. (c) "Scheduled Downtime" shall mean the total minutes in the reporting month represented by the Maintenance Window. (d) "Scheduled Uptime" shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime, 2) Calculation. (Actual Uptime /Scheduled Uptime) * 100 = "Services Percentage Uptime" (as calculated by rounding to the second decimal point) 3) Performance Credit. Company will apply any Performance Credit to future sums for the Service otherwise payable by Customer to Company. In the event Performance Credits remain at the conclusion of a Term and no sums from Customer to Company are due for the Service, a check will be issued for the Performance Credit balance. (a) Where Percentage Uptime is equal to or greater than 99.CO/ , no Performance Credit will be due to Customer. (b) Where Percentage Uptime is less than 99.5%, Customer shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT C Implementation Services Statement of Work This Implementation Services Statement of Work describes Lite Services to be performed, and Deliverables to be provided, by Company in completion and satisfaction of the Implementation Services. 1) Company Key Roles. Company will assign an Engagement Manager who will be Customer's primary contact person and who will coordinate all the activities of the Implementation team. 2) Customer Key Roles. Customer will assign a person to be the focal point to coordinate the user and technical support and resources needed for the implementation, and to be responsible for approvals and decisions. This person will coordinate data collection and reconciliation, review each stage of the implementation process, and provide end user involvement with systems and user acceptance training. Schedule and cost estimates assume that personnel acting in the roles noted above to be reasonably and readily available to the Company team as needed throughout the project. Additionally, all approvals and decisions are made within a reasonable time period. 3) Implementation Steps. The following are the general steps which make up the implementation process: ■ Kickoff meeting ■ Program Design and Documentation ■ System Configuration and Signoff ■ Data Review and Validation ■ Administrator Training ■ Historical Data Collection (if applicable) 4) Implementation Deliverables. The following are the items that will be delivered as part of implementation: a. Program Design and Documentation ■ List of all documents to be uploaded into the system as part of the Program ■ List of all documents to be generated by the system as part of the Program b. System Configuration ■ Create Administrator accounts in the system ■ Configure Customer enrollment application in the system ■ Configure Customer specific approvals and workflow in the system, including up to thirty (30) documents/images to be uploaded ■ Configure up to ten (10) program documents to be generated by system C. Data Review and Validation ■ Provide at least five (5) business days for Customer to test and validate system data and configuration d. Administrator Training ■ Conduct one (1) four (4) hour training session, which may be recorded by Customer. e. Historical data conversion ■ Upload up to five (5) years of Customer historical data, to be provided by Customer in an electronic format specified by Company 5) Customer Responsibilities a. Design and approve data elements, program workflow, and eligibility criteria b. Identify all program documents required to be stored in the system c. Identify all program documents to be generated by the system d. Provide historical data in electronic format specified by Company e. Test and approve system configuration f. Provide final sign off that the system meets all requirements ("Go Live") g. Participate in administrator training session Benevate Inc. (dba Neighborly Software) SAAS Services Order Form 1 SERVICE FEE Service Fees Annual Fee Number of Users & Programs Hosting, Maintenance and Support $335000.00* • 18 Administrator Licenses described in Exhibit A and B • 4 Programs as defined in Exhibit A *Company reserves the right to increase the annual Services fees at the end of the Initial Service Term or then -current renewal term by no more than 5% of the then previous year's cost ("Renewal Price Cap"), upon thirty (30) days prior notice to Customer (which may be sent by email) Per User Pricing Additional user licenses may be purchased, pro-rata to the Initial Service Term, based on the pricing table below. Per User Descri tion Per User Per Month Pricin 1. Full User License — Ability to create and edit data records, run reports, and generate program documents. 1-10 Users $175 11-20 Users $125 2 1 + Users $75 Henevate Inc. (dba Neighborly Software) SAAS Services Order Form IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement on the dates shown below to be effective the day and year first shown above. Collier County Board of County Commissioners, FL c/o Community and Human Services Division Tit Date: l0 `" %.S'' �al AND LEGALITY: ty County A Title; President, Benevate Inc Date: Witness Name: Witnesses Name: 10 0 DATE (MM/DD/YY YY) AC CERTIFICATE OF LIABILITY INSURANCE MW 10/09/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING BVSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER FounderShield, LLC 119 W 24th Street, 3rd Floor New York, New York, 10011 INSURED Benevate 3423 Piedmont Rd NE atlanta, Georgia, 30305 COVERAGES CERTIFICATE NUMBER: CONTACT NADIE: PHONE (A/C No. Ext): 646.8544058 1 FAX (A/C No): E-MAIL ADDRESS: col@foundershield.com INSURERS) AFFORDING COVERAGE NAIL N INSURER A: CONTINENTAL CASUALTY CO (CNA) 20443 INSURER B : ACE FIRE UNDERWRITERS INS CO 20702 INSURER C : INSURER D : INSURER E : INSURER F REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW }U1VE BEEN ISSUED TO THE INSURED NA\IED ABOVE FOR TffE POLICY PERIOD INDICATED. NOT\VITHSTANDING ANY REQUIRE\PENT, TERDI OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN 6IAY HAVE BEEN REDUCED BY PAID CLAIDIS, INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD W'VD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE SLOOO,000.00 DAMAGE TO RENTED 5300,000.00 CLAIMS MADE OCCUR -- PREMISES (Ea occurrence) 11fED EXP (Any one person) SI0,000.00 A GEN'L AGGREGATE LIMIT APPLIES PER: Y: 6024686380 01/18/2018 01/18/2019 PERSONAL & ADV INJURY SL0001000.00 GENERAL AGGREGATE S250009000400 POLICY PROJECT . LOC • PRODUCTS-COMP/OP AGG 525000,000.00 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 51,0009000.00 (Ea accident) ANY AUTO -- BODILY INJURY (Per person) A OWNED AUTOS '. SCHEDULED -;.Y 6024686380 01/18/2018 01/18/2019 ONLY BODILY INJURY (Per accident) HIRED AUTOS •{( NON -OWNED AUTOS PROPERTY DAMAGE (Per ONLY ONLY accident) UMBRELLA LIAB - EXCESS LIAB Each occurence OCCUR CLAIMS -MADE -- Aggregate WORKERS COMPENSATION AND EMPLOYERS' '. PER STATUTE '. LIABILITY OTHER ANYP ROPRIETOWPARTNER/EXECUTIV YIN E.L. EACH ACCIDEN OFFICER/MEMBER EXCLUDED? N/A ` ' -- -" E.L. DISEASE - EA (Mandatory in NH) EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS E.L. DISEASE - POLICY below LIMIT B Errors & Omissions,Cyber Liability EONGAF113209712-002 01/18/2018 01/18/2019 S i,o00,000 per occ SS,000,000 in agg A Property 01/18/2018 01/18/2019 S 2000,00 BPP SO deductible 6024686380 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Certificate Holder, Board of County Commissioners in Collier County, Collier County Government, and Collier County are included as Additional Insured on the above referenced Commercial General Liability and Automobile Liability policy on a primaryand non-contributory basis if and to the extent where required by written contract for any and all work performed on behalf of Collier County. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE \FILL BE DELIVERED IN ACCORDANCE WITH THE POLICY Collier County Board of County Commissioners PROVISIONS. 3295 Tamiami Trail East Naples, FL34112 AUTHORIZED REPRESENTATIVE v 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Collier County Instructions Waiver Request Form Completed waiver requests accompanied by any associated backup documentation (sole source letter, business case, etc.) must be submitted to the division’s Procurement Strategist for any procurement, without competition, in excess of $3,000. Waiver requests greater than $50,000 will require approval by the Board of County Commissioners. Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on having only one supplier in the market place, proprietary technology, copyright, patent, or a supplier’s unique capability. Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors, even though other competitive sources may be available. Requester Name: Division: Item/Service: Vendor Name: Historical Countywide Spend: ______________________ Requested date range: _____________ Not to Exceed per Fiscal Year: _______________ Is there an agreement associated with this waiver to be reviewed by Contracts? † Yes † No †Sole Source †Single Source †One Time Purchase †Multiple Purchases Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver. Purpose: Describe in detail, the public purpose of the requested item(s) and why it is essential to County operations. Information Technology: Select Yes if the products/services are related to Information Technology. If yes, please provide the Purchasing Compliance Code (PCC) number or email approval documentation. †Yes †No If yes, provide the PCC number:__________________________________________________ Lisa N. Carr Community and Human Services Grant Management Software Benevate, Inc. dba Neighborly Software 56,100.00 2020-2024 $70,000 Software, dedicated server and user licenses to manage federal and state grants and housing programs. Collier County CHS administers multiple grant and housing programs with thousands of clients, hundreds of applicants, dozens of contracts and partners/subrecipients, and requiring as many as 20 years of follow-up monitoring. For over a decade, Collier reviewed the availability of technology solutions and there has been a dearth of available products. What was available were stand alone solutions for one part of the process, for example applications or inspections, but not a life cycle system that could manage the differences in each program type. Implementation of a life cycle system for grant management is essential to Collier County to streamline grant operations, increase timeliness and accuracy, ensure consistency and accountability, reduce time and effort on no value activities, create an electronic permanent record, and allow for simple and accurate reporting and dashboard management view of essential activities. Working on spreadsheets is prone to error, and lacks essential process controls. SASW01✔ ✔ ✔✔ 16.D.16.f Packet Pg. 2249 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below. Check all that apply (if box is checked, please make sure to provide an explanation below): †Sole Source †Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain below and provide documentation from the manufacturer confirming claims made by the distributors. †No Comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost, convenience, timeliness, etc.? †Product Compatibility: Does this product/service provide compatibility with existing equipment that prohibits switching to another comparable brand/vendor? If yes, provide the detailed explanation below, including what would occur if the other brand/vendor were used. †Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by patent, copyright or other applicable laws and provide documentation validating that claim. †Single Source †Standardization: Is this product/service part of a purchase that the County has already standardized on? If yes, please provide the detailed information below. Date of BCC Standardization: ___________________ BCC Agenda Item number: __________________ †Warranty: Is this the only vendor able to complete factory-authorized warranty services on County owned equipment? If yes, provide the documentation verifying the warranty. †Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? If yes, provide documentation from the manufacturer confirming those claims. †Other Factors: Any other reason not listed above, explain below. Explain: How does this purchase meet the identified sole or single source criteria listed above? Benevate certifies that no other hosted software is available for purchase that can address all of Collier County's Housing and Community Division need in one solution. This software automates the enrollment, qualification, administration and reporting for the following Community & Human Services development programs. -Housing Rehabilitation -Down Payment Assistance -Affordable Housing Construction -Public Services -Public Facilities and Infrastructure Enables Collier to originate, and administer deferred, forgivable and amortizing loans. Software allows for an on line portal that allows sub-recipients to apply for grant funding, submit monthly accomplishment reports and make draw requests. Enables contractors to bid on construction projects, update their insurance/license information and make draw requests. Enables 3rd party housing inspectors and partners to administer programs on behalf of Collier County. ✔ ✔ ✔ 16.D.16.f Packet Pg. 2250 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via Procurement or if there is a historical precedence established for the use of the product, please explain purchase and use history and the current level of County investment in the product. Explain why it is in the County’s best interest to use this product/service rather than issuing a competitive solicitation: What are the benefits from the continued use? Are there costs that would be incurred if a different vendor/product was used? What would occur if another brand/vendor was used? Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information on historical use and whether pricing has increased/decreased. If sole source and no other product is available, provide the cost for addressing the needs via an alternate approach. Will this purchase obligate the County to future ancillary products or services? Either in terms of maintenance or standardization. †Yes †No If yes, explain what types: As CHS has attended industry conferences over the last few years we have become exposed to additional software solutions, and networked with other community development and housing organizations to learn of their experience. Since Hurricane Sandy, there has been increased effort to develop life cycle systems for HUD grant management, and so the options available in the market that are closer to our needs are starting to increase. CHS has reviewed the functions available with several systems (Elation, ZoomGrants, CDM, and Neighborly Software). CHS is currently using the software system and the overall benefit we see with this system is its ability to cover all of our programs for grants and housing, be they state, federal, or local programs. One location for all of our programs is a huge benefit in and of itself in terms of maintenance, training, consistency, etc. CHS has reviewed the functions available with several systems (Elation, ZoomGrants, CDM, and Neighborly Software). In order for CHS to administer multiple grant and housing programs we would need to contract with three different software vendors to accomplish what Neighborly Software is able to do. The purchase of Neighborly Software has been a cost savings for the County. The pricing has not change in the past two years. ✔ 16.D.16.f Packet Pg. 2251 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the technology or vendor offerings have changed? Based on the life expectancy of the product, when do you anticipate evaluating the market again? Please attach a detailed market evaluation report should the complexity, duration, and dollar amount of the purchase be a high risk to the County. It is a felony to knowingly and intentionally circumvent a competitive process for commodities or services by fraudulently specifying sole source to obtain a benefit for any person or to cause unlawful harm to another. Florida Statute 838.22(2). Requested by: Signature: Date: Division Director: Signature: Date: Department Head: Required if over $50,000 Signature: Date: Procurement Strategist: Signature: Date: Procurement Director: Or designee Signature: Date: For Procurement Use Only:  †Approved †Requesting Additional Information †Requires RFI/Intent to Sole Source †Rejected Procurement Comments: †Current FY Approval †Multi-Year Approval Start Date: ______________ End Date: __________ Additional research has been conducted this month. Neighborly has become a leader in grant management software in the Country. Many Counties in the State of Florida are managing grant programs using this system. When searching the Internet for "grant management" systems what one finds are primarily systems for not for profits or others seeking funding, and the systems provide them a method for managing grants they receive. These are not applicable to our situation. Also, research for community development systems often returns results for systems that would be used by our GMD for permitting, inspecting, similar. Some information has been added to the attachment that shows a comparison of the top contenders. At the end of this agreement we will evaluate the market again. Lisa N. Carr Kristi Sonntag Steve Carnell Sara Schneeberger Catherine Bigelow This waiver will replace the previously approved waiver in FY20 (FY20 Waiver Request 077) 07/06/2020 10/14/2023 CarrLisa Digitally signed by CarrLisa Date: 2020.06.26 11:26:59 -04'00' SonntagKristi Digitally signed by SonntagKristi Date: 2020.06.26 11:53:26 -04'00' carnell_s Digitally signed by carnell_s Date: 2020.06.26 16:50:43 -04'00' SchneebergerS ara Digitally signed by SchneebergerSara Date: 2020.07.06 10:05:17 -04'00' Cat Bigelow Digitally signed by Cat Bigelow DN: cn=Cat Bigelow, o=Collier County Government, ou=Procurement Services, email=catherinebigelow@colliergov.net, c=US Date: 2020.07.06 10:31:52 -04'00' ✔ ✔ 16.D.16.f Packet Pg. 2252 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) 16.D.16.f Packet Pg. 2253 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) 16.D.16.f Packet Pg. 2254 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) 16.D.16.f Packet Pg. 2255 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment) 16.D.16.f Packet Pg. 2256 Attachment: FY20 Waiver Request 086 - Benevate (2nd Amendment) (12826 : Benevate Inc Third Amendment)