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HomeMy WebLinkAboutP-23-008 Benevate Inc- Neighborly Software.pdf coU�� County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 1$5 O ORES PROCUREMENT AGREEMENT Agreement Number P-23-008 June 16, 2023 Benevate, Inc. d/b/a Neighborly Software 3423 Piedmont Road Atlanta, Ga 30305 The County of Fresno (County) hereby contracts with Benevate, Inc. d/b/a Neighborly Software (Contractor)to provide Software as a Service for Community Development in accordance with the text of this Agreement, Exhibit A"Description of Minimum Software Capabilities," Exhibit B "Rates & Billing Information," Exhibit C "Termination of Services and Data Destruction Policy," and Exhibit D "Data Security," by this reference made a part hereof. TERM: This Agreement shall become effective upon execution and shall remain in effect for a period of five (5)years. MINIMUM ORDERS: There is an annual minimum license requirement of three (3) licenses; there shall be no minimum order quantity for any other service. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall provide the services as described in Exhibit A and Exhibit B, attached, at the rates set forth in Exhibit B. ORDERS: Orders will be placed on an as-needed basis by Department of Public Works and Planning, Community Development Division under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall compensation paid for services performed and/or fees paid under this Agreement be in excess of One Hundred Seventy-Five Thousand Dollars ($175,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 2 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. In the event of termination for convenience, the County is not entitled to any refund of any unused portion of the term. Upon written notice of termination, the terms of Exhibit C "Termination of Services and Data Destruction Policy" are triggered. EFFECT OF TERMINATION: Upon the termination of this Agreement, Contractor shall disable the County's website portal and provide the County with a final extract of the County Data via the Secure File Transfer Protocol (SFTP), within a reasonable time, not to exceed thirty (30) days from the date of the termination. The extraction and transfer of the County Data (defined as any non-public, personal information provided by the County to the Contractor to enable the provision of services)will be provided without charge and without any conditions or contingencies whatsoever(including but not limited to the payment of any fees due to Contractor). In accordance with Exhibit C, within thirty (30) days from the date of the final extraction and transfer of the County Data via the SFTP, the Contractor shall provide County with a Termination of Services and Final Data Destruction Notice, which will provide the details regarding termination of services and final data destruction. Final destruction of County Data will occur forty-five (45) days after the final extraction and transfer via the SFTP. The County acknowledges and agrees that the Contractor has no obligations whatsoever with regard to the County Data following the final destruction. The Contractor will provide the County with a Certification of Data Destruction when the County Data has been permanently deleted in accordance with this subsection. This Section shall survive the termination of this Agreement. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files (excluding Customer Data, as defined in Exhibit C and noted in Effect of Termination above), and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. 1. CONFIDENTIALITY: PROPRIETARY RIGHTS "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 County Data, proprietary business practices, policies, finances, procedures, sales, 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. "Confidential Information" expressly excludes this Agreement, and the contents of this Agreement. P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 3 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 a. Duty Not to Disclose Confidential Information. In connection with the Agreement, Recipient, and its employees and agents, may have access to the Confidential Information of the Discloser. Recipient shall, and shall ensure that its employees and agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose of performing its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this Agreement, any Confidential Information of the Discloser, without the Discloser's prior written consent. Recipient will have appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than reasonable care in protecting such Confidential Information. b. Mandatory Disclosures. (i) Notwithstanding the foregoing, this Agreement, including its contents, shall be subject to public disclosure by County subject to the Ralph M. Brown Act, (Government Code Section 54950 et seq.), the California Public Records Act(Government Code section 7920.000 et. seq.), and all other applicable laws pertaining to disclosure by public entities, and County shall not be limited in any manner whatsoever with respect to its public disclosure of this Agreement, including the contents of this Agreement. (ii) In the event that Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to appear and object prior to Recipient's compliance with requested disclosure. The written notice shall provide Discloser with sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient shall produce only such Confidential Information as is required by the court order or governmental action. C. Contractor 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. d. Notwithstanding anything to the contrary, Contractor 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 County Data and data derived therefrom), and Contractor 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. 2. WARRANTY AND DISCLAIMER a. Contractor Warranty. Contractor 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 County, and Contractor uses commercially reasonable efforts to prevent and eradicate such Viruses. Furthermore, consistent with prevailing industry standards, Contractor 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 P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 4 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Contractor's reasonable control, but Contractor 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 County Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of County Data, Contractor shall, as applicable: (i) notify County as soon as practicable but no later than twenty- four(24) hours of becoming aware of such occurrence; (ii) cooperate with County 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 County; and (iii) in the case of Personally Identifiable Information (PII), at County's sole election, notify the individuals whose PH was compromised as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legal requirement, within five (5) calendar days of the occurrence; and/or(iv) perform or take any other actions required to comply with all applicable laws 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 Contractor disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Contractor 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 warranties provided herein are the sole and exclusive warranties provided to County in connection with the provision of the software and services. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Contractor will indemnify, defend, and hold harmless the County against all claims, suits and actions asserted against the County for liabilities, damages and costs, including reasonable attorneys' fees, incurred in the defense of any claim brought against County alleging that any Software or Services infringes or misappropriates a U.S. registered patent right, trademark, or copyright (an "Infringement Claim"), provided Contractor 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. County shall not settle or compromise such Infringement Claim without the express written consent of the Contractor. Contractor's indemnity obligation under this Section shall not extend to claims that arise from: 1. An unauthorized modification of the Software or Services by County where the Software or Services would not be infringing without such modifications; 2. Customized portions of the Services designed in accordance with written specifications provided by County where the Software or Services would not be infringing but for Contractor's compliance with such written specifications; 3. The failure of County to install an update to the Software or Services provided by Contractor that would have avoided the actual or alleged infringement; 4. The combined use by County of the Software or Services with other components, products, or services not provided by Contractor where the Software or Services would not be infringing but for such combination; and/or P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 5 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 5. Workflows, analytic applications, algorithms, or other applications or programming built by County or created by or on behalf of County without Contractor's approval. Contractor further agrees to indemnify, defend, and hold harmless County, its officers, agents and employees from any and all claims or liability for death, personal injury, or property damage, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments incurred by the County or resulting from the Contractor's performance or failure to perform in providing the Services under this Agreement. LIMITATION OF LIABILITY: Notwithstanding anything to the contrary, except for liability resulting from (1) a party's breach of its confidentiality obligations; (2) a party's indemnification obligations; or(3) a party's willful misconduct or fraud, in no event shall either party be responsible or liable for any incidental, special, exemplary, punitive or consequential damages (including but not limited to legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this agreement under any theory including but not limited to breach of contract, breach of warranty or negligence. Except for liability resulting from (1) a party's breach of its confidentiality obligations; (2) a party's indemnification obligations; or(3) a party's willful misconduct or fraud, in no event will the aggregate liability of either party exceed the greatest amount of the fees paid or owed by either party under this agreement during the twelve (12) months immediately preceding the event giving rise to the claim. The limitations in this section formed a basis for enabling each party to offer and accept the terms herein. INSURANCE: Without limiting the County's right to obtain indemnification from Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Non-Owned and Hired Autos with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Technology Professional Liability: Technology professional liability(errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. F. Cyber Liability: Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include, but not be limited to, claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data)that is in the care, custody, or control of Contractor. Definition of Cyber Risks: "Cyber Risks" include but are not limited to (i) Security Breaches, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 6 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 CONTRACTOR's obligations under Exhibit D to this Agreement, "Data Security"; (iii) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, including release of private information; (v) information theft; (vi) damage to or destruction or alteration of electronic information; (vii) extortion related to Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (viii) network security; (ix) data breach response costs, including Security Breach response costs; (x) regulatory fines and penalties related to Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xi) credit monitoring expenses. Capitalized terms in this paragraph have the meaning given to them in Exhibit D, "Data Security." Additional Requirements Relatinq to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Works and Planning, Community Development Division, Attn: Principal Planner, 2220 Tulare Street, 6t" Floor, Fresno, CA 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30)days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In lieu of mailing, insurance documents may be emailed to ComDev(&-fresnocountyca.gov. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 7 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Exhibits); (2) Exhibits A-D. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 8 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at (559) 600-7115 or heastevens(aD_fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary O rn U e I I e Date:2023.06.26 09:50:50-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GECAS P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Page 9 Benevate, Inc. d/b/a Neighborly Software June 16, 2023 CONTRACTOR TO COMPLETE: Company: Benevate Inc Type of Entity: ❑ Individual Q Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■❑ Corporation ❑ General Partnership 3423 Piedmont Rd Atlanta GA 30305 Address City State Zip 7038647231 info@neighborlysoftware.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & J. Jason Rusnak Title: Print Name &Title: Digitally signed by Jason Rusnak Jason Rusnak Date:2023.06.2611:36:41 Signature: -04'00' Signature: ACCOUNTING USE ONLY ORG No.: 7205 Account No.: 7296 Requisition No.: 7202300013 (04/2023) P-23-008 Benevate Inc-Neighborly Software.docx PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit A Benevate, Inc. d/b/a Neighborly Software Description of Minimum Software Capabilities A. Cloud-based Platform with Six(6) Modules v .r Administer All*Your Programs on One, Flexible Platform NeighborlySoftware's cloud-based platform provides an end-to-end solution forthe enrollment, administration and reportingof Housing,Economic&Community Development programs. > Down Payment Assistance > Emergency Home Repairs > Mortgage/Rental/Utility Assistance > Public/Human Service Grants > Weatherization Assistance > Commercial Facade Improvements > Homeless Assistance Grants > Lead Hazard Remediation > Economic Development > Affordable Housing Development > Community Land Trust > Micro-Enterprise/SBA Grants/Loans > Asset Management(Housing) > Property Acquisition&Demolition > Housing Rehabilitation > Tenant Based Rental Assistance > Public Facilities&Infrastructure > Home Accessibility Modifications *Each program subject to separate one-time implementation fee CommunityMaximize Administrative Burden. 3:- Be in control of your program applications i(Maintain visibility into the RCI of your funds Six Modules, One Comprehensive Solution 4 0 8 E GRANT MANAGEMENT CASE MANAGEMENT LOAN PROCESSING CONSTRUCTION ASSETMONITORING REPORTING > Accept,review,and score > Manage beneficiary > Originateand track > Complete > Evaluate housingunit > Producestandard grant applications information loans property affordability HUD CAPERS > Process subrecipient > Track household > Complete inspections > Re-certify tenants reports draw requests demographics underwriting > Generate work > Complete property > Create ad-hoc > Submit accomplishment > Upload and store case > Generate loan write-ups inspections reports based on reports documents documents > Accept online > Managecure notices unique inquires > Trackfundingand > Conduct auditreviews contractor bids > Export data to program income > Process excel orthird-parry contractordraw data mart requests > Display activities on a map www.neighborlysoftware.com/#demo PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit A Benevate, Inc. d/b/a Neighborly Software B. Core Functionality Drive • Impact. Helping Communities Help People More than just a software vendor, we understand the unique challenges government entities face and are a partner in every sense of the word. We are committed to delivering long-term value to you and your community. Program Expertise For: 1 p > City Governments �,1 > County Governments States , Tribes Habitat for Humanity Affiliates Community-Based Development Organizations Community Redevelopment Agencies > Economic Development Agencies •• •N Specialized, Empower Convenient & Proven Software V Stakeholders Easy to Access A turnkey solution for housing, Self-service accessto all Complete applications,upload economic&community stakeholders&their accounts documents&access case files development program from any internetenabled administration device Understand Results Go Green Security 0Reporting with real-time O Streamline workflows,utilize O Role-based security with audit 0 dashboards&pre-configu rations online applications&store trail of activities associated documents withall users Budget Management Loan Management Hosting Allocate&track multiplefunding Originate&service forgivable, Hosted by Microsoft Azure, $ sources by program,recipient& deferred&amortizing loans — withstorage in Microsoft fundingyear Fed RAMP leveraginggeo- replication Neighborly Software www.neighborlysoftware.com/#demo PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit A Benevate, Inc. d/b/a Neighborly Software C. Solutions for Stakeholders Access for All Stakeholders in Your Community Administrators: Enroll&qualify applicants,manage projects 0 and funding,track and manage loans Subreciplents:Apply for grant/loan programs,submit Compliance Cohesive accomplishment reports,and make draw requests Expertise Solution 00, Reviewers:Score applications,make funding qq recommendations&comments,and assign and invite other reviewers ® ••` Beneficiaries:Apply for programs,attest to annual program Proven compliance,and check loan balances Software Partner Property Managers:Upload rent rolls,respond to cure notices,and request rent increases Easy•Convenient to Access PricingInspectors:Complete inspections(mobile),estimate project costs,and generate work write-ups ® _O Contractors:Register&update business info,submit construction bids,and make draw requests N Neighborly Software D. Efficiency Features A Single, Integrated Solution that Drives Efficiency Online g . Document Eliminate rekeying data andAccomplishmerts �"" ""°'"' "°"'" "'° Il0 Generation filing paper copies with Generate promissory notes, online a p plication and deeds and other program document storage. documents with the click of a mo­ Validation _.validation process. oReporting Reduce incomplete Understand program applications with software results with real time guided application and dashboards and U PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit A Benevate, Inc. d/b/a Neighborly Software E.Audit and Data Analysis Features oh good, the auditors are coming" — said Nobody isAudit log that includes a time stamp of all transactions/approvals completed M OEnsure collection&storage of all beneficiary -- --- supporting documentation 0 Enforce principal residency requirements during the period of affordability 19 Reconcile&report on program income 18 Evaluate real-time,sub-recipient activities& results is i Produce accurate&auditable CAPERS data N Neighborly Software F. Security Features Security that Keeps You Safe & Sound Hosted in System Automated Advanced Cloudthe . Backups 110 i Features Azure Browser 0000, . . r edee .66 0060.0* 0 0 0 6 0600 .00 •) 0 O—_ Tenant-specific audit log tracks • Stored in US Fed RAMP Supported on all web Weekly data backups all activity with User Id and I certified Tier IV Microsoft browsers performed automatically and address logging datacenteis 60+languages stored for 12 months Session timeout warnings& Goo-replication across multiple Meets Tier 2 AA accessibility Point In Time Restore to any auto-logout data centers requirements point within the last 35 days Separate tenant database • Encryption of all data"at rest" No IT support required architecture logically isolates and"in transit' client data • SOC2 Type 1 Aft% N Neighborly Software FedRAMP N� Microsoft Azure C L O U D F L A R E PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit B Benevate, Inc. d/b/a Neighborly Software Rates & Billing Information Service Unit Rates —Yearl Year 2 Year 3 Year 4 Year 5 1 Cost Cost Cost Cost Cost Implementation Fee (1-time per Core Program) $2,500 $3,000 $3,000 $3,500 $3,500 Per-User Administrative Annual License Fee(Users 1-10) $2,400 $2,600 $2,750 $2,850 $2,900 Annual Access to Craftsman Book Specification & Cost $500 $500 $500 $500 $500 Estimate Database for All Licensed Users Included Services • Hosted Software to administer program(s) • Dedicated Client Success Manager • Technical Support (Monday—Friday: 8 am to 8 pm EST) • Hosting/Security in Microsoft Tier IV Data Center • Data Storage, Backup, and Recovery • User licenses may be transferred as needed (not to exceed total number of purchased licenses) • Unlimited configuration changes to previously implemented programs • Program Implementation includes System Configuration, Program Design, and Administrator Training • Additional programs and/or licenses may be purchased at any time based on pricing provided (licenses added will be charged on a prorated basis) • Service Units may be purchased in advance at the rates established above for later years of service. (e.g.The cost to prepay one user license for five (5)years during is calculated as: $2,400+ $2,600+$2,750+$2,850+$2,900= $13,500) Billing Information Account Name: Fresno County, CA Initial Service Term: Five (5)Years from Effective Date Billing/Mailing Address: 2220 Tulare Street, 6th Floor, Attn: Community Development, Fresno, CA 93721 Physical Address(do not use for mail): 2220 Tulare Street, 8th Floor, Fresno, CA 93721 Billing Contact Name&Title: Billing Phone: (559) 600-4292 Billing Email: ComDev@fresnocountyca.gov Jennifer Kirkpatrick, Senior Staff Analyst Direct Phone: (559) 600-0502 Direct Email:jkish@fresnocountyca.gov Alternate Contact Name&Title: Direct Phone: (559) 600-0535 Jonathan Avedian, Senior Staff Analyst Direct Email:javedian@fresnocountyca.gov PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit C Benevate, Inc. d/b/a Neighborly Software Termination of Services and Data Destruction Policy Written notice, by either COUNTY or CONTRACTOR, of intent to terminate the Agreement shall trigger this Termination of Services and Data Destruction Policy (Policy). CONTRACTOR has housed the County Data (defined as any non-public, personal information provided by the COUNTY to the CONTRACTOR to enable the provision of services).This Policy does not apply to records CONTRACTOR is obligated to maintain in accordance with the Audits and Retention section of the agreement. Upon the termination of this Agreement,CONTRACTOR shall disable the COUNTY's website portal and provide the COUNTY with a final extract of the County Data via the Secure File Transfer Protocol (SFTP),within a reasonable time, not to exceed thirty(30) days from the date of the termination.The extraction and transfer of the County Data will be provided without charge and without any conditions or contingencies whatsoever(including but not limited to the payment of any fees due to CONTRACTOR). 1) The parties agreed to terminate the Agreement as of[Date] (Termination Date) and acknowledge and agree to the terms provided herein. a) Portal Disabled. CONTRACTOR disabled the COUNTY's portal website on the Termination Date, restricting COUNTY's ability to insert or alter any data in preparation for the final data extraction. b) Final Extraction of County Data. CONTRACTOR completed a final extraction of the County Data and provided said data to the COUNTY on [Date] (Final Extraction Date),via the SFTP. c) Loss of Access. COUNTY shall continue to have access to the County Data via the SFTP until [Date], thirty (30) days from the Final Extraction Date. d) County Responsibility. COUNTY is solely responsible for retrieving and storing the data provided via the SFTP within this thirty (30) day period. If the COUNTY fails to retrieve and store the data, there is no recourse as the data will have been permanently deleted in accordance with subsection (e). e) Destruction of Data.The County Data will be permanently deleted by CONTRACTOR on [Date], forty-five (45) days from the Final Extraction Date. 2) County Acknowledgement. COUNTY acknowledges and agrees that CONTRACTOR has no obligations whatsoever with regard to the County Data following the final destruction of the data as referenced above. PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software Data Security A. Definitions. Capitalized terms used in this Exhibit D have the meanings set forth in this section, "A. Definitions." "Authorized Employees" means CONTRACTOR's employees who have access to Personal Information. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of CONTRACTOR's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to CONTRACTOR,who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Exhibit D. "Director" means COUNTY's Director of Internal Services-Chief Information Officer or his or her designee. "Disclose" or any derivative of that word means to disclose, release,transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. "Person" means any natural person, corporation, partnership, limited liability company,firm, or association. "Personal Information" means any and all information, including any data, provided, or to which access is provided,to CONTRACTOR by or upon the authorization of COUNTY, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses,telephone numbers, e-mail addresses, education,financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINS), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. "Privacy Practices Complaint" means a complaint received by COUNTY relating to CONTRACTOR's (or any Authorized Persons) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable CONTRACTOR to promptly investigate and take remedial action under this Exhibit D. "Security Safeguards" means physical,technical, administrative or organizational security procedures and practices put in place by CONTRACTOR (or any Authorized Persons)that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in subsection C.(5) of this Exhibit D. PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. B.Standard of Care. (1) CONTRACTOR acknowledges that, in the course of its engagement by COUNTY under this Agreement, CONTRACTOR, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (2) CONTRACTOR acknowledges that Personal Information is deemed to be confidential information of, or owned by, COUNTY(or persons from whom COUNTY receives or has received Personal Information) and is not confidential information of, or owned or by, CONTRACTOR, or any Authorized Persons. CONTRACTOR further acknowledges that all right,title, and interest in or to the Personal Information remains in COUNTY(or persons from whom COUNTY receives or has received Personal Information) regardless of CONTRACTOR's, or any Authorized Persons, Use of that Personal Information. (3) CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to CONTRACTOR pursuant to the terms of this Exhibit D; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for CONTRACTOR's own purposes or for the benefit of anyone other than COUNTY, without COUNTY's express prior written consent, which the COUNTY may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's and the Recorder's express prior written consent. Notwithstanding the foregoing paragraph, in any case in which CONTRACTOR believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (a) immediately notify COUNTY of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by CONTRACTOR, or any Authorized Person,from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly notify COUNTY before such Personal Information is offered by CONTRACTOR for such disclosure so that COUNTY may have sufficient time to obtain a court order or take any other action COUNTY may deem necessary to protect the Personal Information from such disclosure, and CONTRACTOR shall cooperate with COUNTY to minimize the scope of such disclosure of such Personal Information. CONTRACTOR shall remain liable to COUNTY for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were CONTRACTOR's own actions and omissions. PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software At no time is it permissible for an Authorized User to share their login credentials. "Authorized User" means those individuals designated and authorized by the COUNTY 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.The number of Authorized Users licensed hereunder is specified in the Order Form or as formally requested and approved, in writing, during the Term. COUNTY 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. COUNTY will notify CONTRACTOR 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. CONTRACTOR is not liable for actions or omissions by the COUNTY concerning the Use of such Personal Information. C. Information Security. (1) CONTRACTOR covenants, represents and warrants to COUNTY that Contractor's Use of Personal Information under this Agreement does and shall at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4,Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4,Title 1.3, beginning with section 1747). If CONTRACTOR Uses credit, debit or other payment cardholder information, CONTRACTOR shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at CONTRACTOR's sole cost and expense. (2) CONTRACTOR covenants, represents and warrants to COUNTY that, as of the Effective Date, CONTRACTOR has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (3)Without limiting CONTRACTOR's obligations under subsection C.(1) of this Exhibit D, CONTRACTOR's (or Authorized Persons) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to CONTRACTOR's and Authorized Persons'technical and administrative personnel who are necessary for the CONTRACTOR's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of CONTRACTOR's connectivity to County computing systems will only be through COUNTY's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii)to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally,to protect (1)the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2)the COUNTY's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software software applications; and (e) installing and maintaining in all mobile,wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or(b)transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of CONTRACTOR, including any Authorized Person, or anyone with whom CONTRACTOR or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system/software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (4) During the term of each Authorized Employee's employment by CONTRACTOR, CONTRACTOR shall cause such Authorized Employees to abide strictly by CONTRACTOR's obligations under this Exhibit D. CONTRACTOR further agrees that it shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (5) CONTRACTOR shall, in a secure manner, backup daily, or more frequently if it is CONTRACTOR's practice to do so more frequently, Personal Information received from COUNTY, and the COUNTY shall have immediate, real-time access, at all times,to such backups via a secure, remote access connection provided by CONTRACTOR,through the Internet. (6) CONTRACTOR shall provide COUNTY with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as COUNTY's primary security contact with CONTRACTOR and shall be available to assist COUNTY.Technical Support is available from 8:00 a.m. -8:00 p.m. EST, Monday through Friday. as a contact in resolving CONTRACTOR's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. D. Security Breach Procedures. (1) Immediately upon CONTRACTOR's awareness or reasonable belief of a Security Breach, CONTRACTOR shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number,followed promptly by email at the following email address: (559) 600-6200/ematthews@fresnocountyca.gov(which telephone number and email address COUNTY may update by providing notice to CONTRACTOR), and (b) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include,to the extent reasonably possible,the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software (2) Immediately following CONTRACTOR's notification to COUNTY of a Security Breach, as provided pursuant to subsection D.(1) of this Exhibit D,the Parties shall coordinate with each other to investigate the Security Breach. CONTRACTOR agrees to fully cooperate with COUNTY, including, without limitation: (i) assisting COUNTY in conducting any investigation; (ii) providing COUNTY with physical access to the facilities and operations affected; (iii)facilitating interviews with Authorized Persons and any of CONTRACTOR's other employees knowledgeable of the matter; and (iv) making available all relevant records, logs,files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by COUNTY.To that end, CONTRACTOR shall,with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, and CONTRACTOR shall provide a written report of the investigation and reporting required to the Director within thirty(30) days after the CONTRACTOR's discovery of the Security Breach. (3) County shall promptly notify CONTRACTOR of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon CONTRACTOR's receipt of notification thereof, CONTRACTOR shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Exhibit D, all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event CONTRACTOR discovers a Security Breach, CONTRACTOR shall treat the Privacy Practices Complaint as a Security Breach. Within twenty-four(24) hours of CONTRACTOR's receipt of notification of such Privacy Practices Complaint, CONTRACTOR shall notify COUNTY whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason therefor. (4) CONTRACTOR shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. CONTRACTOR shall reimburse COUNTY for all reasonable costs incurred by COUNTY in responding to, and mitigating damages caused by, any Security Breach, including all costs of COUNTY incurred relation to any litigation or other action described subsection D.(5) of this Exhibit D, subject to the insurance limit requirements provided in this Agreement. (5) CONTRACTOR agrees to cooperate, at its sole expense,with COUNTY in any litigation or other action to protect COUNTY's rights relating to Personal Information, including the rights of persons from whom COUNTY receives Personal Information, subject to the insurance limit requirements provided in this Agreement. E. Oversight of Security Compliance. (1) CONTRACTOR shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of CONTRACTOR's operations and the nature and scope of its activities. (2) Upon COUNTY's written request,to confirm CONTRACTOR's compliance with this Exhibit D, as well as any applicable laws, regulations and industry standards, CONTRACTOR grants COUNTY or, upon COUNTY's election, a third party on COUNTY's behalf, permission to perform an assessment, audit, examination or review of all controls in CONTRACTOR's physical and technical environment in relation to PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software all Personal Information that is Used by CONTRACTOR pursuant to this Agreement. CONTRACTOR shall fully cooperate with such assessment, audit or examination, as applicable, by providing COUNTY or the third party on COUNTY's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by CONTRACTOR for Personal Information pursuant to this Agreement. In addition, CONTRACTOR shall provide COUNTY with the results of any audit by or on behalf of CONTRACTOR that assesses the effectiveness of CONTRACTOR's information security program as relevant to the security and confidentiality of Personal Information Used by CONTRACTOR or Authorized Persons during the course of this Agreement under this Exhibit D. (3) CONTRACTOR shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit D.that apply to CONTRACTOR with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between CONTRACTOR and such Authorized Persons, or amending any written agreements to provide same. F. Return or Destruction of Personal Information. Upon the termination of this Agreement, CONTRACTOR shall disable the CONTRACTOR's website portal and provide the COUNTY with a final extract of the COUNTY Data via the Secure File Transfer Protocol (SFTP), within a reasonable time, not to exceed thirty(30) days from the date of the termination.The extraction and transfer of the COUNTY Data will be provided without charge and without any conditions or contingencies whatsoever(including but not limited to the payment of any fees due to Service Provider). Within thirty (30) days from the date of the final extraction and transfer of the COUNTY Data via the SFTP, the CONTRACTOR shall provide COUNTY with a Termination of Services and Final Data Destruction Agreement (the "Termination Agreement"), which will provide the details regarding termination of services and final data destruction, a sample copy of which is attached hereto as Exhibit"C".The COUNTY acknowledges and agrees that if the Termination Agreement is not executed and returned by the COUNTY within fifteen (15) days,the CONTRACTOR will follow the default process which provides for final destruction of COUNTY Data forty-five (45) days after the final extraction and transfer via the SFTP.The COUNTY acknowledges and agrees that the CONTRACTOR has no obligations whatsoever with regard to the COUNTY Data following the final destruction.The CONTRACTOR will provide the COUNTY with a Certification of Data Destruction when the COUNTY Data has been permanently deleted in accordance with this subsection.This Section shall survive the termination of this Agreement. G. Equitable Relief. CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this Exhibit D may cause COUNTY irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, COUNTY is entitled to seek equitable relief, including a restraining order, injunctive relief, and any other relief that may be available from any court, in addition to any other remedy to which COUNTY may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to COUNTY at law or in equity or under this Agreement. PROCUREMENT AGREEMENT NUMBER: P-23-008 Exhibit D Benevate, Inc. d/b/a Neighborly Software H. Survival. The respective rights and obligations of CONTRACTOR and COUNTY as stated in this Exhibit D shall survive the termination of this Agreement. I. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit D is intended to confer, nor shall anything herein confer, upon any person other than COUNTY or CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. J. No County Warranty. COUNTY does not make any warranty or representation whether any Personal Information in CONTRACTOR's (or any Authorized Person's) possession or control, or Use by CONTRACTOR (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.