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HomeMy WebLinkAboutBENAVATE/NEIGHBORLY SOFTWAREINSURANCE NOT ON FILE WORK MAY NYT PROCEED CLERK OF COUNCIL DATE: cda'11A,keme A*IIJ h BENEVATE INC. (dba NEIGHBORLY SOFTWARE) SAAS SERVICES ORDER FORM A-2020-085-05 Customer: City of Santa Ana, California Contact: Mikelle Daily, Community Development Analyst Address: 20 Civic Center Plaza, Santa Ana, CA 92701 Phone: (714) 667-2256 Services: Company will use commercially reasonable efforts to provide Customer the services described in the Services Statement of Work ("SOW") attached as Exhibit A hereto (the "Services"). Services Fees: $19,200.00 per year, payable annually in advance, Initial Service Term: One year from Effective Date subject to the terms of Section 4 and Per User Pricing attached as Exhibit D hereto. Implementation Services: Company will use commercially reasonable efforts to provide Customer the services described in the Implementation Services Statement of Work attached as Exhibit C hereto ("Implementation Services"), and Customer shall pay Company the Implementation Fee at Effective Date. Implementation Fee (one-time): $4,500.00 SAAS SERVICES AGREEMENT This SaaS Services Agreement ("Agreement') is entered into on thisl 2th day of May 2020 (the "Effective Date") between Benevate Inc with a place of business at 3423 Piedmont Rd. NE, Suite 216, Atlanta, GA 30305 ("Company"), and the Customer listed above ("Customer"). This Agreement includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. BENEVATE Inc.: By: 1/I • % Name: J. Jason Rusnak Title: President, Benevate Inc FORAPPROVAL,: STEVEN MENDOZA Executive Director Community Development CITY OF SANTA ANA, CALIFORNIA: Name: Kr'i S—T'I V-N J2_ 1 \ I ll IF Title: �-i+y kkLXY Ia Qe r Approved as to form: ATTEST: Ryari C� Hodge DAISY GOMEZ Assistant City Attorn Clerk of the Council Benevate Inc. (dba Neighborly Software) SAAS Services Order Form TERMS AND CONDITIONS 1. SAAS SERVICES AND SUPPORT 1.1 Company will use commercially reasonable efforts to provide Customer the services described in the Statement of Work ("SOW") attached as Exhibit A hereto. 1.2 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services as described in accordance with the Service Level Terms attached hereto as Exhibit B. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes 2.2 Customer represents, covenants, and warrants that Customer will use the Services in compliance with all applicable laws and regulations. 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. 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). 3. CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third person any such Proprietary Infomiation, subject to the provisions of the California Public Records Act or similar public records laws. 3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. 3.3 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. 3.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and (ii) disclose such data solely in aggregate or other de -identified form in connection with its business. 4. PAYMENT OF FEES 4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the ",Fees"). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then -current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Per User Pricing, set forth on Exhibit D, shall increase by no more than 3% (the "Renewal Price Cap"), applied to the then -effective Per User Pricing set forth on Exhibit D at the time of renewal. The aforementioned Renewal Price Cap shall be forfeited if the Services are not renewed prior to the termination date of the initial Service Term or then current renewal term; in which case, the fees for any subsequent renewal shall be calculated according to Company's then -current pricing. 4.2 Company may choose to bill through an invoice, in which case, fill payment for invoices must be received by Company thirty (30) days after the mailing date of the invoice. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If Customer is a tax-exempt entity, you agree to provide Company with a tax exempt certificate. Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will reimburse Company for such taxes. If Customer has a valid direct - pay permit, you agree to provide us with a copy. For clarity, Company is responsible for paying Company's income taxes, both federal and state, as applicable, arising from Company's performance of this Agreement. Benevate Inc. (dba Neighborly Software) SAAS Services Order Form 4.3 The parties acknowledge that appropriation of fiords is a governmental function which the Customer cannot contractually commit itself in advance to perform and this Agreement does not constitute such commitment. The Customer's obligation to pay under this Agreement is contingent upon Customer's annual appropriation of funds for such purpose, and the non -appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties of their respective obligations hereunder, as of the last day for which funds have been appropriated. The Customer shall endeavor, upon determining that sufficient funds will not be budgeted and appropriated in any fiscal year under this Agreement, to provide prompt written notice within 30 days of such event. 5. TERM AND TERMINATION 5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and may only be renewed for additional periods upon written approval of Customer (collectively, the "Term"). 5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. 5.3 Upon the termination of this Agreement Company shall, within five (5) business day following the termination of this Agreement, provide Customer, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the Customer Data in electronic format. Further, Company shall certify to Customer the destruction of any Customer Data within the possession or control of Company, but such destruction shall occur only after the Customer Data has been returned to Customer. This Section shall survive the termination of this Agreement. 6. WARRANTY AND DISCLAIMER Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. INDEMNITY As permitted by law, Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. 8. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON OR PROPERTY DAMAGE, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. INSURANCE 9.1 During the course of performing services under this Agreement, Company agrees to maintain the following levels of insurance: (a) Commercial General Liability of at least $2,000,000; (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 -owned vehicles of at least $1,000,000; and (e) Workers Compensation complying with applicable statutory requirements. Company will add Benevate Inc. (dba Neighborly Software) SAAS Services Order Form Customer as an additional insured, primary and noncontributory, to our Commercial General Liability policy. Company will provide Customer with copies of certificates of insurance upon Customer's written request. 10. MISCELLANEOUS 10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 10.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. 10.3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 10.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. 10.5 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 10.6 Company may use Customer's name and logo in a list of customers section on its website. 10.7 This Agreement shall be governed and construed in all respects in accordance with the laws of the State of California. Venue in Orange County. 11. FEDERAL REQUIREMENTS 11.1 FEMA financial assistance, including Community Development Block Grant Coronavirus (CDBG-CV) foods, will be used to fiord all or a portion of this contract. SUBRECIPIENT shall comply with all federal requirements including, but not limited to, the following: 1. 2 C.F.R. Part 200 — Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference. 2. Federal Contract Provisions attached hereto as Exhibit E and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terns of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. 0 EXHIBIT A Services Statement of Work 1. SaaS Services Description. Company will provide Customer with hosted software for the enrollment, qualification, administration and reporting of the following activities: a. Rental Assistance b. Economic Development c. Rental Utility Assistance Company will make available to Customer all updates, and any documentation for such updates, to the Services. Company will ensure that (i) new features or enhancements to existing features are synchronized with the previous version, and (ii) updates will not degrade the performance, functionality, or operation of the Services. 2. Training Services. Company will conduct one (I) eight (8) hour training session, which may be recorded by Customer. The purpose of the training sessions is to familiarize administrator personnel with the workflow and functionality of hosted software. 3. Technical Support. Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 7:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours"). Customer may initiate a hepdesk ticket during Support Hours by emailing support r nei hborlysoftware.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. 4. Data Storage. Company agrees that any and all Customer data will be stored, processed, and maintained solely in data centers located in the United States. 5. Backup and Recovery of Customer Data. As a part of the Services, Company is responsible for maintaining a backup of Customer Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Company shall maintain a contemporaneous backup of Customer Data that can be recovered within four (4) hours at any point in time. 6. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Company that relate to the protection of the security, confidentiality, or integrity of Customer Data, Company shall, as applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Customer; (c) in the case of Personally Identifiable Information (PII), at Customer's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; (d) in the case of PII, provide third -party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for six (6) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Company's representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Company has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Company. This Section shall survive the termination of this Agreement. Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT B Service Level Terms The Services shall be available 99.5%, measured monthly, excluding holidays and scheduled downtime. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be a "Performance Credit." 1) Definitions. (a) "Actual Uptime" shall mean the total minutes in the reporting month that the Services were actually available for normal use. (b) "Maintenance Window" shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Company shall maintain the Services: Tuesday, Thursday, Saturday I 1pm-3am ET. (c) "Scheduled Downtime" shall mean the total minutes in the reporting month represented by the Maintenance Window. (d) "Scheduled Uptime" shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime. 2) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point) 3) Performance Credit. Performance credits may not be redeemed for cash and will only apply a credit to the month in which the incident occurred. (a) Where Percentage Uptime is equal to or greater than 99.5%, no Performance Credit will be due to Customer. (b) Where Percentage Uptime is less than 99.5%, Customer shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT C Implementation Services Statement of Work This Implementation Services Statement of Work describes the Services to be performed, and Deliverables to be provided, by Company in completion and satisfaction of the Implementation Services. 1) Company Key Roles. Company will assign an Engagement Manager who will be Customer's primary contact person and who will coordinate all the activities of the Implementation team. 2) Customer Key Roles. Customer will assign a person to be the focal point to coordinate the user and technical support and resources needed for the implementation, and to be responsible for approvals and decisions. This person will coordinate data collection and reconciliation, review each stage of the implementation process, and provide end user involvement with systems and user acceptance training. Schedule and cost estimates assume that personnel acting in the roles noted above to be reasonably and readily available to the Company team as needed throughout the project. Additionally, all approvals and decisions are made within a reasonable time period. 3) Implementation Steps. The following are the general steps which make up the implementation process: • Kickoff meeting • Program Design and Documentation • System Configuration and Signoff • Data Review and Validation • Administrator Training • Historical Data Collection (if applicable) 4) Implementation Deliverables. The following are the items that will be delivered as part of implementation: a. Program Design and Documentation • List of all documents to be uploaded into the system as part of the Program • List of all documents to be generated by the system as part of the Program b. System Configuration • Create Administrator accounts in the system • Configure Customer enrollment application in the system • Configure Customer specific approvals and workflow in the system, including up to thirty (30) documents/images to be uploaded • Configure up to two (2) program documents to be generated by system c. Data Review and Validation • Provide up to five (5) business days for Customer to test and validate system data and configuration d. Administrator Training • Conduct one (1) up to eight (8) hour training session, which may be recorded by Customer. e. Historical data conversion • (Optional) Upload Customer historical "active" data (i.e. outstanding loans, grants, etc.) to be provided by Customer in an electronic format specified by Company and priced in Exhibit D. 5) Customer Responsibilities a. Design and approve data elements, program workflow, and eligibility criteria b. Identify all program documents required to be stored in the system c. Identify all program documents to be generated by the system d. Provide historical data in electronic format specified by Company e. Test and approve system configuration f. Provide final sign off that the system meets all requirements ("Go Live") g. Participate in administrator training session 7 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT D Per User Pricing Additional programs and user licenses may be purchased, pro-rata to the Initial Service Term, based on the pricing table below. ANNUAL TOTAL: $19,200.00 Software Implementation Per Programs $1,500 One Time 3 $4,500.00 - Software Configuration to Client Design Included - Administrator Training (Virtual) Included -Administrator Guide Included - Travel (onsite training will be revised post COVID-19) $800 Per Trip 0 $0.00 (Optional)'Data Migration ofActive Loans (Minimum $2,600)( $2.50- Per Loan n1a (Optional) - Craftsman Book Spec. Database Cost Estimating $500,00 Annually n1a a - Includes configuration for the following programs: (1) Rental Assistance (2) Economic Development (3) Rental Utility Assistance fees are invoiced annually in advance. :ation fees are invoiced at eneaeemeni ONE TIME IMPLEMENTATION TOTAL $4,500.00 YEAR ONE TOTAL: $23,700.00 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form EXHIBIT E FEDERAL CONTRACT PROVISIONS During the performance of this contract, Company (or "Vendor") shall comply with all applicable federal laws and regulations, including but not limited to, the federal contract provisions in this Exhibit. In this Exhibit, the term "Agency" shall mean the Customer as the local agency entering into this contract with the Vendor. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN'S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321) (A) Vendor shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award. (B) Affirmative steps shall include: (I) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (II) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (III) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (Iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and (V) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce. Vendor shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency. Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E) (A) If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E ("Cost Principles"). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles ("GAAP"), except, for state and local governments and Indian tribes only, as otherwise provided for in 2 C.F.R. Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are determined unallowable pursuant to a federal audit are subject to repayment by Vendor. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) (A) Vendor shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Vendor's personnel for the purpose of interview and discussion related to the books and records. 0 Benevate Inc. (dba Neigbborly Software) SAAS Services Order Form (B) The Vendor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The Vendor agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. 4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 — CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326) (A) Appendix II to Part 200 IA)' Appendix II to Part 200 (B)• Remedies for Breach• Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for cause and termination for convenience by the Agency, including the manner by which it will be effected and the basis for settlement, then the following termination clauses shall apply. If the contract is for more than the simplified acquisition threshold (see 2 C.F.R. § 200.88) at the time the contract is executed and does not provide for administrative, contractual, or legal remedies in instances where Contractor violates or breaches the terms of the contract, then the following termination clauses shall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract. (I) Termination for Convenience. The Agency may, by written notice to Vendor, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Vendor of such termination, and specifying the effective date thereof ("Notice of Termination for Convenience"). If the termination is for the convenience of the Agency, the Agency shall compensate Vendor for work or materials fully and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Vendor shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Vendor prior to the effective date of termination. This contract shall terminate on the effective date of the Notice of Termination. (II) Termination for Cause. If Vendor fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Vendor specifying the default ("Notice of Default"). If Vendor does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause. If Vendor fails to cure a default as set forth above, the Agency may, by written notice to Vendor, terminate this contract for cause, in whole or in part, and specifying the effective date thereof ("Notice of Termination for Cause"). If the termination is for cause, Vendor shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Vendor's deficiencies and charge the cost thereof to Vendor, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees. (III) Reimbursement: Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Vendor's performance of the work. (Iv) Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Vendor shall promptly discontinue the work unless the Notice directs to the contrary. Vendor shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract. Vendor acknowledges the Agency's right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency's termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed work or materials not provided, and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Vendor shall be entitled toltOceive only the amounts payable under this Section, and Vendor specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for Benevate Inc. (dba Neighborly Software) SAAS Services Order Form consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance. (B) Appendix II to Part 200 (C) — Equal Employment Opportunity Except as otherwise provided under 41 C.F.R. Part 60, Vendor shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60: (I) Vendor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Vendor will tale affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause. (II) Vendor will, in all solicitations or advertisements for employees placed by or on behalf of Vendor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. (III) Vendor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including. an investigation conducted by the employer, or is consistent with Vendor's legal duty to furnish information. (IV) Vendor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (V) Vendor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (V) Vendor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (VII) In the event of Vendor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (VII) Vendor will include the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, d orders of the Secretary of Labor issued pursuant to Section 204 of Benevate Inc. (dba Neighborly Software) SAAS Services Order Form Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or vendor. Vendor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Vendor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, Vendor may request the United States to enter into such litigation to protect the interests of the United States. (C) Appendix II to Part 200 (D) —Davis-Bacon Act Copeland Act Not applicable to this contract. (D) Appendix II to Part 200 (E) — Contract Work Hours and Safety Standards Act (I) If this contract is in excess of $100,000 and involves the employment of mechanics or laborers, Vendor shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (I i) No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (III) In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section. (Iv) The Agency shall upon its own action or upon written request of an authorized representative of the Department ofLabor withhold or cause to be withheld, from any moneys payable on account ofwork performed by the Vendor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section. (V) The Vendor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. (E) Appendix II to Part 200 (F) — Rights to Inventions Made Under a Contract or Agreement (I) If the Federal award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the non -Federal entity wishes to enter into a contract with asTjIl business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding Benevate Inc. (dba Neighborly Software) SAAS Services Order Form agreement," the non -Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency. (II) The regulation at 37 C.F.R. § 401.2(a) currently defines "funding agreement' as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph. (III) This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of "funding agreement." - (F) Appendix II to Part 200 (G) — Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Vendor shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). (I) Pursuant to the Clean Air Act, (1) Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Vendor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Vendor agrees to include these requirements in each subcontract exceeding $150,000. (II) Pursuant to the Federal Water Pollution Control Act, (1) Vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Vendor agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Vendor agrees to include these requirements in each subcontract exceeding $150,000. (G) Appendix Ii to Part 200 (H) — Debarment and Suspension: A contract award (see 2 C.F.R. § 180,220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) This contract is a covered transaction for purposes of 2 C.F.R. In. 180 and 2 C.F.R. pt. 3000. As such Vendor is required to verify that none of the Vendor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (II) Vendor must comply with 2 C.F.R, pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (III) This certification is a material representation of fact relied upon by Agency. If it is later determined that Vendor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 13 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form (1v) Vendor warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Vendor also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Vendor further agrees to notify the Agency in writing immediately if Vendor or its subcontractors are not in compliance during the term of this contract. (H) Appendix II to Part 200 (1) — Byrd Anti -Lobbying Act: If this contract is in excess of $100,000, Vendor shall have submitted and filed the required certification pursuant to the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds $100,000,00, Vendor shall file with the Agency the Federal Standard Form LLL titled "Disclosure Form to Report Lobbying." Vendors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. (1) Appendix II to Part 200 (J) — Procurement of Recovered Materials: (I) Vendor shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement. (i i) In the performance of this contract, the Vendor shall male maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or At a reasonable price. (III) Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement- guideline-cpg-program. 5. MISCELLANEOUS PROVISIONS (A) The Vendor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval. (B) This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. The Vendor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. (C) Vendor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Vendor's actions pertaining to this contract. (D) The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Vendor, any subcontractors or any other party pertaining to any matter resulting from the contract. (E) General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments. (1) General and administrative expenses shall be negotiated and must conform to the Cost Principles. 14 Benevate Inc. (dba Neighborly Software) SAAS Services Order Form (II) Profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Vendor, the Vendor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (III) Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Vendor exceeds at its own risk. 15 �Ra CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 01/14/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Doug Jones Justworks clo Artex Risk Solutions, Inc. 8840 E. Chaparral Rd.; Suite 276 CONTACT Justworks Customer Success NAME: PHONE FAX = Na Ext1' (888 ) 534-1711 AIC No E-MAIL su ort ustworks.com ADDRESS: pp @7 Scottsdale, AZ 85250 INSURER S AFFORDING COVERAGE NAIC N INSURER A : Amed n Zurich Insurance Com an 40142 INSURED Justworks Employment Group LLC Labor Contractor, for co -employees of: Benevate, Inc. INSURER B INSURER C INSURER D — 601 W 26th St New York, NY 10001 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 19NY0171006023 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR CTR TYPE OF INSURANCE ADOL SUER POLICY NUMBER POLICVEFF MMIDDNYYYI POLICY EXP IMMIDDMWI LIMITS_ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR EACHOCCURRENCE $ DAMAGETOREN ❑ PREMISES Ea occurrence $ MwExP (Any ono parson) $ _ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: POLICY ❑ PE' LOG GENERALAGGREGATE $ PRODUCTS - COMPIO_P AGO _ $ $ OTHER: AUTOMOBILE LIABILITY NED BINGLE LIMIT itlenl $ ANYAUTO INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS INJURY (Par accident) rPR $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY RTY DAMAGE cident $ $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ _ EXCESS LIAR CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION ANDEMPLOVERS'LIABILITY YIN OPFlCERIMEMB REXCUDED?ECUTIVE ❑ NIA WC 49-71-166-00 01/01/2020 06/01/202Q PER OTH- X STATL E ER E.L. EACH ACCIDENT $ 2000,QQQ E.L. DISEASE - EA EMPLOYEE $ 2,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - POLICY LIMIT -- — $ 2,000,QQQ DESCRIPTIONOFOPERATIONSbelow Location Coverage Period: 01/01/2020 06/01/2020 Client# 25327-GA DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached if more space is required) Benevate, Inc. Coverage Is provided for only those co -employees 3423 Piedmont Road NE Suite 216 of, but not subcontractors Atlanta, GA 30305 to: CERTIFICATE HOLDER rAld f.P1 I ATInM Benevate, Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3423 Piedmont Road NE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Suite 216 ACCORDANCE WITH THE POLICY PROVISIONS, Atlanta, GA 30305 AUTHORIZED REPRESENTATIVE V" 'f ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and loqo are registered marks of ACORD Off` CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYVY) 05/14/2020 THIS CERTIFICATE IS ISSUEDAS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACTEETWEEN THE ISSUING INSURER(S),AUTHORIMA) REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT; If the certificate holder If an ADDITIONAL INSURED, the pefirolee) moil leave ADDITIONAL INSURED provltlom or he endorsed, If SUBROGATION IS WAIVED, subject o the terms and conditions of the poll, certain policies may rnluler an undecorated. A statement on this certificate doer not Ounce ones to the wr(IReote holder In Ilea of such resentments). PRODUCER FounderShIckL LLC 119 W 24th Street, one York, New N 24t Stret,3r Floor Floor 0011 CONTACTNAME; PHONE (A/C N. Est): 646-854-1058 FAX (A/C No): &MAIL ADDRESS: col@foundershWld.com INSURER(S) AFFORDING COVERAGE NAICO INSURER A: CONTINENTAL CASUALTY CO (CNA) 20443 INSURED Renovate 3423 Pledmont Rd NE atianta, Georgia, 3605 INSURER B: NORTH AMERICAN CAPACITY INS CO 25038 INSURER C : INSURER D: INSURER E: COURT COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW RAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICAMR, NOTWITHSTANDING ANY REQUIRE BENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPEOFINSURANCE ADDL INSD SURR WIT) POLICYNUETIER POLICY EFF (MM/DD/YYYY) POLICY EST (RAM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000.00 CLAIMS MADE '.y: OCCUR DAMAGETORENTED $300,000.00 PREMISES(E. wren¢¢) EXP(Ana one person) $10,000.00/ GENT,AGGREGATE LIMIT APPLIESMED PER: A _! POLICY j PROJECT y; LOC B6024MO90 OIYIS12020 OIAS2021 PERSONAL &ADV $1,000,000.00 INJURY OTHER GENERALAGGREGATE $2,000,000.00 PRODUCTS-COMP/OP $2,000,000.00 AGE S AUTOMOBILELIABILITY COMBINED SINGLE $1,000,000.00 ANY AUTO LIMIT (Eat meldom BODILY INJURY (Per p OWNEDAUTCAS SCHEDULED ONLY—.,-r _ ➢6024686380 01/162020 Ol/16/2021 person) BODILY INJURY (Per / !y HIRED AUTOS y; NON -OWNED AUTOS accident) PROPERTY DAMAGE (PeraceldenH ONLY ONLY UMBRELLA LIAB EXCESS LIAR Each Decurence OCCUR_: CLAIMS -MADE -- Aggregate WORKBOX COMPENSATION AND EMPLOYERS' LIABILITY i PER STATUTEANYP ROPRIETOWPARTNERAMECUTIV YIN OFFICER/MEMER EXCLUDED? N OTHER (Mandatory IfItsMbry be Nva and under DESCRIPTION OF OPERATIONS htlmv ry/p E.L. EACH ACCIDEN E.L. DISEASE- EA EMPLOYEE E.L. DISEASE- POLICY LIMIT A Properly - (' B6024686380 01/I8/2020 01/182021 $2081.000PP 100dedsomble B Cyher Liability,Errors& Omisslore,Malia Liability,Prlvacy C-4LQ0.139400-CYBER-2020 01/18/2o20 01/1812021 Ss,00gW0 perare 15,000,0006ragg DFSCRIPf1ON OF OPERATIONSILOCATIONS / VBHICLES (ACORD lot, Additional Rnna.Es Schedule in, he nitaehed if mmespaeels ralubnD The CertlRmis Mohler Is Included cos an Additional Insured on the above referenced policy wheat rtvlulred by,vrillen contract. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL DE ORLIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plan Santa Ana, CA 9270E AUFRORIZED REPRESENTATIVE ® 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD Dame and logo are registered marks of ACORD © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD