Contract with Neighborly Software for Community Development Project Management Software as a ServiceCity of Dubuque
City Council Meeting
Action Items # 02.
Copyrighted
August 5, 2024
ITEM TITLE: Contract with Neighborly Software for Community Development Project
Management Software as a Service
SUMMARY: City Manager recommending City Council approve the contract with
Neighborly Software and authorize the Housing and Community
Development Department Director to execute all documents related to
the agreement.
RESOLUTION Authorizing Execution of Software as a Service Contract
with Neighborly Software
SUGGESTED Suggested Disposition: Receive and File; Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
MVM Memo City Manager Memo
Neighborly Contract Staff Memo Staff Memo
Neighborly Contract Resolution Resolutions
Neighborly Contract Supporting Documentation
Masterpiece on the Mississippi
Dubuque
*Merin City
11 IIi'
2007.2012.2013
2017*2019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Contract with Neighborly Software for Community Development Project
Management Software as a Service
DATE: July 31, 2024
Housing & Community Development Director Alexis Steger is recommending City
Council approve the contract with Neighborly Software and authorize the Housing and
Community Development Department Director to execute all documents related to the
agreement.
The City of Dubuque Housing and Community Development Department is responsible
for administering grants and loans through multiple funding sources for projects that
improve our city's housing stock and contribute to livable, viable, equitable
neighborhoods.
Working with Federal, State, and local funding sources allows our programs to have a
dynamic impact in the community. Our grants that are funded through the Federal
Department of Housing and Urban Development (HUD) all have separate reporting
systems established by the HUD division distributing the funds. Between all the funding
sources and programs provided, Housing staff manages around 150 projects per year.
When there is an increase in funding or a disaster like COVID-19, that number can
easily double.
Several jurisdictions throughout the country, and many in Iowa, have adopted the use of
online software developed for local government use in community development
programs. As we continue to apply for grants and seek funding to invest in affordable
housing, a software solution could increase efficiencies in workflow, customer service,
reporting, and staff capacity.
Given the specialized capabilities of Neighborly, sole -source procurement has been
approved for this software. Total onboarding costs for this software are $60,400.00. This
includes a one-time set up fee for 8 programs, at $3,500 per program, summing
$28,000.00. Annual End -User Licensing for this software is $2,700 per user, with an
estimated 12 users, summing $32,400.00 annually.
Initial onboarding costs have been approved to be funded through excess General Fund
carryovers. The annual licensing will be paid for out of each of the grant programs'
administrative budgets.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
7-
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Alexis Steger, Housing & Community Development Director
Maddy Haverland, Urban Development and Housing Rehabilitation Project Manager
2
Dubuque
THE CITY OF q
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Masterpiece on the Mississippi
2007 • 2012 • 2013 • 2017
To: Michael C. Van Milligen, City Manager
From: Alexis M. Steger, Housing & Community Development Director
Subject: Contract with Neighborly Software for Community Development Project
Management Software as a Service
Date: July 29, 2024
INTRODUCTION
The purpose of this memorandum is to request that the City Council approves the
contract between the City of Dubuque and Neighborly Software. Neighborly provides
Project Management and Loan Portfolio Servicing for community development
programs that are managed out of the Housing and Community Development
Department.
BACKGROUND
The City of Dubuque Housing and Community Development Department is responsible
for administering grants and loans through multiple funding sources for projects that
improve our city's housing stock and contribute to livable, viable, equitable
neighborhoods.
Working with Federal, State, and local funding sources allows our programs to have a
dynamic impact in the community. Our grants that are funded through the Federal
Department of Housing and Urban Development (HUD) all have separate reporting
systems established by the HUD division distributing the funds.
Locally, we keep project tracking spreadsheets, notebooks, lists, and contracts in the
ERP to track the status, budget, communication, and all other aspects of each project.
Data is captured, sorted, and reported manually. When staff turns over and processes
change, data may be tracked differently, points of communication may go unrecorded,
and gaps in project management occur due to lack of project knowledge.
Several jurisdictions throughout the country, and many in Iowa, have adopted the use of
online software developed for local government use in community development
programs. As we continue to apply for grants and seek funding to invest in affordable
housing, a software solution could increase efficiencies in workflow, customer service,
reporting, and staff capacity.
DISCUSSION
Between all the funding sources and programs provided, Housing staff manages around
150 projects per year. When there is an increase in funding or a disaster like COVID-19,
that number can easily double, creating a strain on staff capacity and requiring
additional internal tracking and communication solutions.
We have experienced multiple staff transitions in our Community Development
Programs over the last 3 years. Having software that automates and records the history
of our processes will create efficiencies that make onboarding and training new staff
much more streamlined.
BUDGET
Given the specialized capabilities of Neighborly, sole -source procurement has been
approved for this software. Total onboarding costs for this software are $60,400.00. This
includes a one-time set up fee for 8 programs, at $3,500 per program, summing
$28,000.00. Annual End -User Licensing for this software is $2,700 per user, with an
estimated 12 users, summing $32,400.00 annually.
Initial onboarding costs have been approved to be funded through excess General Fund
carryovers. The annual licensing will be paid for out of each of the grant programs'
administrative budgets.
RECOMMENDED ACTION
I respectfully request the City Council approve the contract with Neighborly Software
and authorize the Housing and Community Development Department Director to
execute all documents related to the agreement.
Prepared by: Maddy Haverland, Urban Development and Housing Rehabilitation Project
Manager
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Prepared by Maddy Haverland, Housing & Community Devel., 350 W. 6th St., Suite 312, Telephone: (563) 690-6072
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 13th St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 251-24
RESOLUTION AUTHORIZING EXECUTION OF SOFTWARE AS A SERVICE
CONTRACT WITH NEIGHBORLY SOFTWARE
Whereas, the Housing and Community Development Department administers
community development programs funded by multiple funding sources; and
Whereas, the automation and streamlining of program data will create
efficiencies in workflow of programs and staff capacity; and
Whereas, funding for software has been identified, approved, and a sustainability
plan created for this software.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
Section 1. That the contract with Neighborly Software be approved.
Section 2. That the Housing and Community Development Department Director
is hereby authorized and directed to execute said Agreement and related documents on
behalf of the City of Dubuque, Iowa.
Passed, approved, and adopted this 5th day of August 2024.
Attest
Adrienne Breitfelder, City Clerk
Bra. . Cavr�. • h Mayor
BENEVATE, INC. dba NEIGHBORLY SOFTWARE
SAAS ORDER FORM
Account Name: City of Dubuque, IA
Initial Service Term: One (1) Year from Effective Date
Address: 350 W 6th Street, Suite 312, Dubuque, IA 52001
Billing Contact Name & Title: Alexis Steger, Housing
& Community Development Department Director
Phone: 563-589-4239
Email: asteger@cityofdubuque.org
Alternate Contact Name & Title: Maddy Haverland, Urban
Development & Housing Rehabilitation Project Manager
Phone: 563-690-6102
Email: Mhaverla@cityofdubuque.org
PURCHASE SUMMARY
Annual Recurring Fees Unit Price
Administrator License Fee for One Year $2,700.00
12
$32,400.00
Services Included:
• Hosted Software to Administer Program(s)
• Dedicated Client Success Manager
• Technical Support (Monday — Friday: 8:00 a.m. to 8:00 p.m. EST)
• Hosting/Security in Microsoft Tier IV Data Center
• Data Storage, Backup, and Recovery
One -Time Fees A Unit Price Quantity One -Time Total
Implementation of Program(s) $3,500.00
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$28,000.00
Services include System Configuration, Program Design, and Administrator Training for the
following programs:
1. Lead and Healthy Homes
2. Healthy Homes Production
3. Aging in Place
4. Homeowner Rehabilitation
5. Rental Rehabilitation
6. Purchase of Services
7. Asset Management
8. Homebuyer Assistance
Subtotals
7
Annual Subtotal (Licenses):
$32,400.00
One -Time Subtotal (Implementation):
$28,000.00
TOTAL:
$60,400.00
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07242024ba1
SOFTWARE AS A SERVICE (SAAS) AGREEMENT
This SaaS Agreement ("Agreement") is entered into on this day of 2024 (the "Effective Date") between Benevate,
Inc., d/b/a Neighborly Software, a Delaware Corporation, with its principal place of business located at 3423 Piedmont Rd. NE, Atlanta,
GA 30305 ("Company"), and the Customer listed above (referred to as the "Customer") (collectively referred to as the "Parties"). This
Agreement includes and incorporates the above Order Form, the Terms and Conditions below, and Exhibit A attached hereto.
TERMS AND CONDITIONS
1. DEFINITIONS.
a. "Authorized User" means those individuals designated and authorized by the Customer to use one of the purchased licenses to
access the Software and Services, using his or her login credentials (email address and password), which may only be used by
that single, named user.
b. "Confidential Information" means all information, in oral, written, machine readable, sample or any other form, that either
Party discloses ("Discloser") to the other ("Recipient") relating to the business of Discloser, whether furnished before or after
the Effective Date of this Agreement, including, without limitation, information related to pricing, products, services, 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 Data" means any non-public, personal information provided by the Customer to the Company to enable the
provision of Services.
d. "Documentation" means the applicable training materials, user guides, publicly available marketing and/or proposal materials,
and other similar information, or other documents disseminated under or governed by confidentiality obligations which pertain
to the Software or Services provided by Company, which may be updated by Company at any time without notice to include
information about new features and incorporate feedback to help Company's customers understand how to use the Software
and Services.
e. "License Fees" means the annual cost for the administrator license(s) enabling users to have access to the Software.
f. "Professional Services" means non-standard customization and services available at an additional fee, including, but not limited
to, data migration services, in -person trainings, Power BI services, geographical data services, non-standard professional
developer services, etc.
"Services" means standard implementation services, configuration of stated program(s) to allow for enrollment, qualification,
administration and reporting, access to the Software, technical support services, hosting and security services, data storage,
backup, recovery, and other services provided by the Company as described in the Order Form or this Agreement.
h. "Software" means the proprietary web -based products, including, but not limited to, the source code, object code or underlying
structure, ideas, know-how or algorithms, documentation, or data related to the Services provided by Company, or its licensors
identified on an Order Form and subsequently made available to Customer by Company in accordance with an Order Form or
this Agreement.
g.
2. SOFTWARE AND SERVICES.
a. During the Term of this Agreement, Company will provide Customer access to, and use of, the Software, Services, and
Documentation by enabling a portal for Customer to access through a web browser (the "Portal").
b. This Agreement does not contemplate any customized products, services, work -for -hire, or code developed exclusively for
Customer. In the event that the Parties agree that Company shall provide such non-standard Professional Services, the
description of the services and applicable ownership rights with respect to such Professional Services will be set forth in a
separately executed Professional Services Agreement. This Agreement does not contemplate any IP rights beyond the terms
provided herein.
c. Company will make available to Customer all updates and any documentation for such updates to the Services. Company will
use commercially reasonable efforts to ensure that (i) new features or enhancements to existing features are synchronized with
the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. General
maintenance of the system is completed on a regular basis to ensure optimal performance of the Services.
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d.
e.
f.
g.
Service Levels. Company will use commercially reasonable efforts to maintain the availability of the Services at a level of
99.5%. For further specifications regarding the Service Levels, refer to Service Level Terms attached as Exhibit "A" to this
Agreement.
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.
Data Storage. All Customer Data will be stored, processed, and maintained solely in data centers located in the United States.
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 two (2) hours.
3. CUSTOMER RESTRICTIONS AND RESPONSIBILITIES.
a. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software,
documentation, or data related to the Services ("Software"); (ii) modify, translate, or create derivative works based on the
Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); nor (iii) use
the Services or any Software for timesharing or service bureau purposes.
b. Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and
regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities,
settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that
arises from an alleged violation of the foregoing.
c. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access
or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems,
networking, web servers and the like.
d. At no time is it permissible for an Authorized User to share their login credentials. The number of Authorized Users licensed
hereunder is specified in the Order Form or as formally requested and approved, in writing, during the Term. Customer is solely
responsible for maintaining the status of its Authorized Users and the confidentiality of all login credentials and other Portal
access information under its control. Customer will notify Company immediately if Portal information is lost, stolen, or
disclosed to an unauthorized person or any other breach of security in relation to its passwords, usernames, or other Portal
access information that may have occurred or is likely to occur.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents,
may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and
agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose ofperforming
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 or upon the advice of Recipient's legal counsel 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 within ten days after receipt of such notice 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, or if Discloser fails to take such action within such
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ten-day period, then Recipient shall produce only such Confidential Information as is required by the court order or
governmental action or legal counsel's opinion without any liability of any kind to Discloser.
c. Customer shall own all right, title, and interest in and to the Customer Data, as well as any data that is based on or derived from
the Customer Data and provided to Customer as part of the Services.
d. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements,
enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection
with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing.
e. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information
relating to the provision, use and performance of various aspects of the Services and related systems and technologies
(including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free
(during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose
such data solely in aggregate or other de -identified form in connection with its business.
5. PAYMENT OF FEES
a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the
fees will be sent to the Customer immediately following the Effective Date and is due within thirty (30) days from the date of
the invoice.
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 Services until payment is received. Suspension of Services in accordance with this subsection
shall not be deemed a breach of this Agreement.
c. Addition of Users. During the Initial Service Term, the Customer may add additional Users based on the pricing stated in the
Order Form on a pro rata basis.
d. One -Time Fees. All one-time fees (including new programs) will be charged at the Company's current rates at the time the
service is requested.
e. Implementation & Delay Fees. Implementation costs are based on a 6-8-week implementation period (for up to four (4)
programs). Company reserves the right to assess a weekly fee of $500.00 for implementations that exceed eight (8) weeks,
beginning on the date of the Kickoff Meeting, and caused solely by Customer's delays.
f. Renewal. Company reserves the right to change the fees listed in the Order Form at the end of the Initial Service Term or then -
current renewal term. The Company shall provide the Customer with an invoice (via e-mail) based on the Company's then -
current pricing, sixty (60) days prior to end of the Initial Service Term or then -current renewal term.
g. 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).
h. The parties acknowledge that appropriation of funds is a governmental function which the Customer cannot contractually
commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to
pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non -
appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations
hereunder, as of the last day for which funds have been appropriated. The Customer shall immediately notify the Company in
writing (via e-mail), upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this
Agreement.
6. TERM AND TERMINATION
a. Term and Renewal. Subject to earlier termination as provided below, the term of the Agreement shall commence on the
Effective Date and shall cover the Initial Service Term as specified in the Order Form and shall automatically renew for
additional 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.
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b. Termination for Cause. This Agreement may be terminated by either Party for cause by providing written notice (via e-mail)
to the other Party upon the occurrence of any of the following events (each, an "Event of Default"):
(i) If the other Party ceases to do business, or otherwise terminates its business operations, except as a result of an
assignment permitted under this Agreement;
(ii) If the other Party materially breaches any material provision of this Agreement and fails to substantially cure the breach
within ten (10) business days of receipt of written notice describing the breach; or
(iii) If the other Party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and
not dismissed within sixty (60) days; provided however that in such event, termination will not require notice to the other
Party.
c. Termination Procedures. Upon termination for any reason, the Parties shall proceed with the following procedures: (i) Company
will immediately disable access to the applicable Portal; (ii) Customer will provide contact information necessary to facilitate
the return of the Customer Data within thirty (30) days following termination; (iii) Company shall return the Customer Data
via the Secure File Transfer Protocol promptly upon receipt of necessary information from City to facilitate the return; and (iv)
Customer Data will be deleted sixty (60) days from the date that the Customer Data is returned.
If Customer fails to cooperate in facilitating the return of the Customer Data, Contractor reserves the right to delete the
Customer Data ninety (90) days after the termination of the Agreement. Customer is solely responsible for ensuring that the
Customer Data is downloaded, stored, and reviewed. Customer acknowledges and agrees that Company has no obligations
whatsoever with regard to the Customer Data following the final destruction. Upon request, Company will provide Customer
with a Certification of Data Destruction. This Section shall survive the termination of this Agreement.
d. Optional Data Retention. If Customer desires for Company to retain the Customer Data beyond sixty (60) 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 sixty (60) 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 Software as applicable; (b) the Software, as applicable, conforms to the Documentation and
is free from defects in material and workmanship; (c) the Software does not contain any viruses or other malicious threats,
programs, features, or devices ("Viruses") that could harm Customer, and Company uses commercially reasonable efforts to
prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Company shall maintain the
Software in a manner which minimizes errors and interruptions and shall perform the Services in a professional and
workmanlike manner Notwithstanding the foregoing, the Software may be temporarily unavailable for scheduled maintenance
or for unscheduled emergency maintenance, or because of other causes beyond Company's reasonable control, but Company
shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
b. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected
to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or
organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of
Customer Data, Company shall, as applicable: (i) notify Customer as soon as practicable but no later than twenty-four (24)
hours of becoming aware of such occurrence; (ii) cooperate with Customer in investigating the occurrence, including making
available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law; and (iii)
perform or take any other actions required to comply with applicable State law as a result of the occurrence.
c. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT
WARRANT THAT THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED OR MAKE ANY WARRANTIES
AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE AND SERVICES. THE LIMITED
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WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER
IN CONNECTION WITH THE PROVISION OF THE SOFTWARE AND SERVICES.
8. INDEMNITY
a. Company will indemnify, defend, and hold harmless the Customer against all claims, suits and actions asserted by an
unaffiliated third party against the Customer for liabilities, damages and costs, including reasonable attorneys' fees, incurred
in the defense of any claim brought against Customer alleging that any Software or Services infringes or misappropriates a
third-party's U.S. registered patent right, trademark, or copyright (an "Infringement Claim"), provided Company is promptly
notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to
assume sole control over defense and settlement. Customer shall not settle or compromise such Infringement Claim without
the express written consent of the Company.
b. Company's indemnity obligation under this Section shall not extend to claims that arise from:
(i) An unauthorized modification of the Software or Services by Customer where the Software or Services would not be
infringing without such modifications;
(ii) Customized portions of the Services designed in accordance with written specifications provided by Customer where
the Software or Services would not be infringing but for Company 's compliance with such written specifications;
(iii) The failure of Customer to install an update to the Software or Services provided by Company that would have avoided
the actual or alleged infringement;
(iv) The combined use by Customer of the Software or Services with other components, products, or services not provided
by Company where the Software or Services would not be infringing but for such combination; and/or
(v) Workflows, analytic applications, algorithms, or other applications or programming built by Customer or created by
or on behalf of Customer without Company's approval.
c. Company will also indemnify, defend, and hold harmless the Customer against all claims, suits and actions against Customer
that:
(i) arise out of the negligent acts or omissions of the Company and resulting in death, personal injury, or damage to property;
or
(ii) arise out of the Company's willful misconduct or fraud.
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), THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. 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 OR THE AMOUNT OF INSURANCE COVERAGE
PROVIDED FOR CLAIM, WHICHEVER IS GREATER. THE LIMITATIONS IN THIS SECTION FORMED A BASIS
FOR ENABLING EACH PARTY TO OFFER AND ACCEPT THE TERMS HEREIN.
10. INSURANCE
a. During the course of performing its duties under this Agreement, Company agrees to maintain the following levels of insurance:
(a) Commercial General Liability of at least $2,000,000 in aggregate and $1,000,000 each occurrence; (b) Professional Liability
(E&O) of at least $5,000,000; (c) Cyber Liability of at least $5,000,000; (d) Commercial Auto Insurance for Hire and Non-
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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 THE Iowa District Court for Dubuque County, Iowa in accordance with the laws
of the State of Iowa.
12. NOTICE
a. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered (a)
personally or by overnight courier, (b) sent by email, or (c) forty-eight (48) hours after being deposited in the U.S. mail as
certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address or email address
as set forth in this section. E-mail is the preferred method of notice. Any change of address, e-mail address, telephone number,
or person to receive notice shall be made by notice given to the other Party.
b. Addresses. Subject to change pursuant to this Section above, the addresses for notices are as follows:
For the Company:
Jason Rusnak
Benevate, Inc. (dba Neighborly Software)
3423 Piedmont Rd, NE
Atlanta, GA 30305
Phone: 702-864-7231
Email: Jason.Rusnak@NeighborlySoftware.com
Sarah Bohentin
Benevate, Inc.
Phone: 850-363-1717
Email: Sarah.Bohentin@,NeighborlySoftware.com
For the Customer:
Alexis Steger, Housing & Community Development Director
350 W 6th Street, Suite 312, Dubuque, IA 52001
563-589-4239
asteger@cityofdubuque.org
Maddy Haverland, Urban Development and Housing Rehabilitation Project Manager
350 W 6th Street, Suite 312, Dubuque, IA 52001
563-690-6102
mhaverla@cityofdubuque.org
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.
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c. Company may use Customer's name and logo in a list of customers section on its website.
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.
Assignment. This Agreement is not assignable, transferable, or sub -licensable by either Party without the other Parties prior
written consent, except as such assignment, transfer or sublicense is in connection with a merger, acquisition, or similar change
of control event.
e.
f.
g.
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.
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, flo od,
storm, explosions, pandemics, acts of God, terror, war, governmental action, labor conditions, earthquakes, material shortages
or any other cause which is beyond the reasonable control of such party. Upon an occurrence of an event of force majeure,
Company cannot ensure uninterrupted or error free service or access to the Software or Services and there may be periods
where access is delayed, limited or unavailable. Company shall use commercially reasonable efforts to provide the Software
or Services to Customer in accordance with its Business Continuity and Disaster Recovery Plan a copy of which will be
provided upon written request.
h. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Iowa.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS
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By:
SIGNATURE PAGE
BENEVATE, INC. CITY OF DUBUQUE, IA
Name: J. Ju.,.,.. Il,.311u
Digitally signed by PleAsnmeni Steger
oroubuoue. CWAle.ia
Alexis Stegero °a`gm � .08.08 a-0� 74.nt
By: Fop, PDF Eano,v.�on ,2., 3
Chris Behm Name:
Title: I\ .,. t ..t, D.,...,.ul.,, i... COO, Benevate, Inc Title:
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07242024ba1
EXHIBIT A
Service Level Terms
This Exhibit A outlines the Company's commitments to provide Support Services and problem resolution regarding
the performance of the Software and/or Services.
1. Definitions.
a. "Error" means a failure of the Software to perform in accordance with the Documentation, resulting in the
inability to use, or material restriction in the use of, the Software.
b. "Scheduled Downtime" means any period of time during which the Software or Services are unavailable due
to the Company's planned maintenance and support of the Software or Services. Scheduled Downtime 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 Software is not available due to an event or circumstance
excluding Scheduled Downtime or Force Majeure and the amount of time required by Company to resolve
or provide a work around for the failure of any documented feature required to complete a primary function
of the Software in accordance with the Documentation.
e. "Update" means any error correction, bug fix, patch, enhancement, improvement, update, upgrade, new
version, release, revision or other modification to the Software or Services provided or made available by the
Company pursuant to the Agreement, including, without limitation, any update designed, intended, or
necessary to make the Software, Services, or Customer's use thereof compliant with applicable law.
2. Service Availability.
a. Company will use commercially reasonable efforts to maintain the availability of the Software to the
Customer at 99.5%. All Updates will be completed outside of standard business hours (same as Support
Hours). Notification of Updates will not be provided unless downtime is expected. If major Updates are
required during standard business hours due to necessity, Company will provide notification to Customer as
soon as reasonably possible. Updates during Scheduled Downtime and are excluded from the 99.5% Service
Availability calculation.
3. Technical Support.
a. Availability. With the exclusion of Federal Holidays, Technical Support is available from 8:00 a.m. to 8:00
p.m. EST, Monday - Friday. ("Support Hours").
b. Procedure. Customer must initiate a helpdesk ticket during Support Hours by sending an email to
support@neighborlysoftware.com. Company will use commercially reasonable efforts to respond to all Help
tickets in the manner set forth in Paragraph 4.
c. Conditions for Providing Support. Company's obligation to provide Software or Services in accordance with
the stated Service Availability is conditioned on Customer providing Company with sufficient information
and resources to correct the Error, as well as access to the personnel, hardware, and any additional systems
involved in discovering the Error.
4. Ticket Resolution. Company will use all commercially reasonable efforts to resolve support tickets in the process
described below. Response metrics are based on issues being reported during Support Hours.
a. Standard Ticket: Issue does not significantly impact the operation of the software or there is a reasonable
workaround available.
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(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: Software 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 software 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 Software 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 the Agreement when due.
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