Agmt24 Benevate Inc. (dba NeighborlySoftware)

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REV: 10-03-24 MI SOFTWARE AS A SERVICE (SAAS) PROCUREMENT AND PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF REDWOOD CITY AND BENEVATE INC (dba NEIGHBORLY SOFTWARE) This SAAS PROCUREMENT AND PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into as of _______, 2024 (“Effective Date”), for reference purposes only, by and between the City of Redwood City, a charter City and municipal corporation of the State of California (hereinafter referred to as the “City” and “Customer”), and Benevate, Inc., a Delaware corporation, doing business as Neighborly Software (hereinafter referred to herein as “Provider” and “Company”). RECITALS A. City desires to procure software and services which will be delivered remotely on a subscription and/or fixed fee basis to support its operations in the area of monitoring the City’s below market rate housing units (the “SaaS Solution”). B. Provider submitted a proposal for the SaaS Solution dated April 5, 2024 (“Proposal”) and has been selected to provide the SaaS Solution on the basis of the features and functionality of the SaaS Solution and the representations and commitments of Provider contained in the Proposal. C. The parties desire by this Agreement to establish the terms for City to retain Provider to provide the SaaS Solution. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. SaaS Solution. The SaaS Solution is comprised of software and services that will be provided to the City as follows: a. Software. Provider shall provide City with access to the software, which is described in the “Schedule of Software and Services” which is attached hereto as Exhibit “A” (“Software”). The performance and functionality of the Software shall comply in all respects with the commitments made in the Proposal and the description of the Software features and specifications contained in Provider’s technical documentation for the Software (collectively, the “Functional Specifications”). If the Proposal was in response to an RFP issued by the City for the SaaS Solution, then the Functional Specifications will include any requirements for the SaaS Solution included in the RFP unless specifically excluded in the Proposal. b. Services. Provider shall further provide City with the services necessary to provide the SaaS Solution and to implement, use and support the Software as described in Exhibit A (“Services”). Services which are provided on a one-time basis in connection with the setup and implementation of the SaaS Solution, including without limitation, account setup, software and database configuration, data conversion and training, are referred to herein as the “Implementation Services”. c. Hosting/Database Services. If the SaaS Solution includes hosting, data storage, system backup and recovery or other remote services, then such services will conform to the network performance and availability requirements set forth in Section 11 of this ATTY/AGR.2024.180/Neighborly Software (Page 1 of 26) Oct. 18