The URL can be used to link to this page

Home My WebLink AboutBENEVATE, LLC. INSUF�NNCE ON FILE F'ROCEFG' N-2026-083 CITY CI_FrRK DATE: APR 1 7 2026 0 riDACO) Adreannca AGREEMENT FOR GRANT MANAGEMENT SOFTWARE FOR DOWN PAYMENT S°tips Limon Nl) ASSISTANCE GRANTS BETWEEN BENEVATE, LLC AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 7th day of April , 2026 by and between Benevate, LLC, a Delaware limited liability company, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. On December 12, 2025, the City issued a Request for Proposal No. 25-137A ("UP"), by which it sought proposals for comprehensive Grants Management Software for Down Payment Assistance solution to digitize current workflows and create efficiencies. Solutions must be able to process and manage over $6 million in grant funds, both State and Federal for three user groups: grantors, pass through organizations, and grantees, be cloud based, easy to use, and secure. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide services described in the scope of work that was included in the RFP. The UP is referenced herein as if incorporated in full. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. Consultant shall comply with all Federal Regulations detailed in the City's RFP (Exhibit II), also attached hereto as Exhibit B. 2. COMPENSATION a_ City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation- Exhibit C. The total amount to be expended during the term of this Agreement shall not exceed S48,200 for the entire term of the Agreement, including all optional extensions. The total amount to be expended during the one (1) year term shall not exceed $20,400. The total amount to Page 1 of 8 #2166820v2 be extended during the first optional one-year extension (optional year number two) shall not exceed $16,400 (this includes an optional $5,000 for data migration, at the City's sole option). The total amount to be extended during the second optional one- year extension(optional year number three) shall not exceed$16,400 (this includes an optional $5,000 for data migration, at the City's sole option,only if the optional$5,000 was not used in optional extension year number two). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House(ACH)transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a one 1 year term with the option for the City to grant up to two I-jear extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS Consultant shall own all right,title, and interest in and to all data, information, and content submitted to or made available by or on behalf of City in connection with the Services ("Customer Data"), including any data that is based on or derived from Customer Data and provided to City as part of the services. Consultant shall own and retain all right, title, and interest in and to the Services and Software, including all improvements, enhancements, updates, and modifications thereto, as well as any software, applications,inventions,processes,or other technology developed in connection with the provision of the Services or support, and all related intellectual property rights. Subject to the terms of this Agreement, Consultant grants City a limited, non-exclusive, Page 2 of 8 #2166820v2 non-transferable, and non-sublicensable license during the Term to access and use the Services solely for City's internal business purposes. Notwithstanding anything to the contrary, Consultant may collect and analyze data and other information relating to the provision,use, and performance of the services and related systems and technologies, including data derived from Customer Data, provided that Consultant may use such data solely to operate, maintain, improve, and enhance the services and may disclose such data only in aggregated and/or de-identified form. Except as expressly set forth herein, nothing in this Agreement shall be deemed to transfer or grant either party any ownership interest in the other party's intellectual property. 6. INSURANCE Insurance requirements are attached hereto as Insurance Requirements -Exhibit D. 7. INDEMNIFICATION a. Consultant shall indemnify, defend, and hold harmless the City,its officers,employees, and agents from and against any claims, suits, or actions asserted by an unaffiliated third party for liabilities, damages, and costs, including reasonable attorneys' fees, to the extent arising out of: (i) any claim alleging that the Software infringes or misappropriates a third party's United States registered patent,trademark, or copyright (an "Infringement Claim"); or (ii) any third-party claim for bodily injury, personal injury, or death solely to the extent caused by the gross negligence or willful misconduct of Consultant in connection with the performance of its obligations under this Agreement. Consultant shall have sole control of the defense and settlement of any indemnified claim, provided that Consultant may not settle any claim in a manner that admits liability or imposes obligations on the City without the City's prior written consent, which shall not be unreasonably withheld, and provided that the City may participate with counsel of its own choosing at its own expense. The City shall provide reasonable cooperation and assistance in the defense of any claim, at Consultant's expense, and shall not settle or compromise any indemnified claim without Consultant's prior written consent. b. Consultant shall have no indemnification obligation to the extent a claim arises from: (a) unauthorized modification of the Software by the City; (b) customized portions of the Software designed in accordance with the City's written specifications; (c) use of the Software in combination with products, services, or components not provided by Consultant; or(d)workflows, analytic applications, algorithms, or other programming built by or on behalf of the City without Consultant's approval, in each case where the Software would not be infringing but for such circumstances. c. If the Software becomes, or in Consultant's reasonable opinion is likely to become,the subject of an Infringement Claim, Consultant may, at its sole option and expense: (a) procure the right for the City to continue using the Software; (b) replace or modify the Software to make it non-infringing while maintaining substantially similar functionality; or(c)if neither option is commercially reasonable,terminate the affected Software and refund any prepaid, unused fees for the remaining subscription term. Page 3 of 8 #2166820v2 d. Consultant's total aggregate liability under this Section shall not exceed the limits of insurance coverage required to be maintained under this Agreement. This Section sets forth Consultant's sole and exclusive indemnification obligations under the Agreement. e. The Consultant further agrees to indemnify,defend,and hold harmless of the City,from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising out of or resulting from the Consultant's negligence, recklessness, or willful misconduct in the performance of its services under this Agreement. Consultant shall have the right to control the defense and settlement of any such claim, provided that the City may participate with counsel of its own choosing at its own expense.Consultant shall not settle any claim in a manner that imposes liability or admission of fault on the City without the City's prior written consent, not to be unreasonably withheld. Consultant shall have no obligation to indemnify the City for claims arising from (i) the City's own negligence or willful misconduct, (ii) the City's use of the services in violation of this Agreement, or (iii) any terms, conditions, or requirements specified or unposed by the City. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 4 of 8 #2166820v2 information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE a. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest,it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in Page 5 of 8 #2166S20v2 subsections (b) and(c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. ENCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Page 6 of 8 #2166820v2 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. If the City terminates this Agreement for convenience, any prepaid or subscription-based fees shall be non-refundable, and the City shall not be entitled to a refund or credit for any unused portion of the services. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach,failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender,demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Page 7 of 8 #2166820v2 With courtesy copies to: Executive Director, Community Development Agency City of Santa Ana 20 Civic Center Plaza(M-25) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Jason Rusnak President Benevate, LLC 3423 Piedmont Rd, NE Atlanta, GA 30305 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] Page S of S #2166820v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF 'ANTA ANA 4 nnife L. all Alvaro Nunez City C rk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: Andrea N. Garcia Name: Andy Christiansen Sr. Assistant City Attorney Title: Chief Administrative Officer RECOMMENDED FOR APPROVAL:. Michael L. Garcia Executive Director Community Development Agency Page 9 of 8 #2166824v2 EXHIBIT A SCOPE OF SERVICES 42166820v1 1 CITY OF SANTA ANA EXHIBIT 1 SCOPE OF SERVICES Contractor/Consultant shall perform services as set forth below. The City is seeking proposals from qualified Offerors to contract for the services detailed in this RFP, including but not limited to the tasks and deliverables described below. For the purposes of the proposal submitted, please include and expand on the tasks and deliverables discussed herein. The successful Offeror will be knowledgeable and experienced in applying for and receiving grants through State, Federal, or other channels. Any contract entered into pursuant to the issuance of this RFP is subject to the terms of any third party-funders and is contingent upon available funding. The successful Offeror will be the prime contractor for this project. The City administers multiple different grant programs that issue both Local,State, and Federal funds to a myriad of grant recipients. Currently, the City is using an Excel and Access software to manage grant recipient data. This software does not allow for direct applicant input, eligibility determination, payment record keeping, or management of awarded grants. This software currently lacks several critical capabilities required for a fully functional grants management process. Specifically, it does not support: Direct Applicant Input, Eligibility Determination, Payment Record Keeping, nor Management of Awarded Grants. The City requires a fully operational Grant Management System (GMS) capable of duplicating all the current functionalities found within its existing system, while also adding additional features that will enhance workflows, create online applications, and integrate direct payments. A qualifying GMS shall have the following items: Functional Requirements: 1. Direct Applicant Input The system should include a portal or interface that allows applicants to submit their information, upload required documentation, or track the status of their applications. As a result, this would prevent all applicant data from being entered manually by staff, which would reduce workload and the risk of data-entry errors. 2. Eligibility Determination The platform should automatically assess applicant eligibility based on defined program rules, criteria, or thresholds. This should alleviate staff from performing all eligibility reviews outside the system, which would reduce efficiency and and make it difficult to maintain consistent, repeatable evaluation workflows. 3. Payment Record Keeping There should be built-in functionality for recording, tracking, or reconciling disbursements. Payment histories, outstanding balances, and financial reporting should not be managed through external tools or manual processes, as that would limit transparency and increase the potential for inconsistencies. 4. Management of Awarded Grants Once a grant is awarded, the software should be able to support ongoing grant administration. It should have features for monitoring grant progress, tracking milestones, managing compliance requirements, or storing post-award documentation. City of Santa Ana RFP No.25-137A Page 17 of 46 CITY OF SANTA ANA This would help staff to not rely on separate systems or manual tracking methods to oversee awarded grants. Minimum Software Requirements: 1 . Cloud based; Centralized Online Platform. 2. Application Management; streamlined application submission review and approval processes for grant applicants and review committees; Intake forms must be dynamic and configurable with the feature to add, delete, and/or modify data fields. Data fields include but are not limited to text boxes (unlimited characters), check boxes, radio buttons, Data/Time, and drop-down boxes. Data fields should also have validators available. 3. Accept input from external users (e.g., grant recipients, applicants, or sub awardees) 4. Automation of Workflow processes, notification, and reminders to streamline entire grant life cycle. 5. Document Management; Secure storage. 6. Reporting and Analytics: Comprehensive reporting tools that allow for real-time tracking, performance evaluation, and data-driven decision-making. 7. Integration: Compatibility with existing systems and the ability to integrate with other relevant tools and databases, including but not limited to Microsoft Outlook, the U.S. Department of Housing and Urban Development's Integrated Disbursement and Information System (IDIS) and existing loan portfolio database platforms. 8. Loan Portfolio functionalities including ability to set up and track loans by funding source, produce payment books or monthly statements, produce amortization schedules, calculate payoff amounts, provide aging reports, allow for comments and the ability to reclassify loans if postures change (i.e. bankruptcy or death of borrower). 9. Keep data secure 10.Provide Identity and Access Management 11.Provide full lifecycle tracking of grants, including advances. 12.Ability to upload/store and link/associate documents and budgets to applicant profiles for multiple grant applications. 13.Provide a dashboard view—see all pertinent information for each grant at a glance—for the public, current applicants, and internal grant management staff for internal workflows. 14.Must have a written policy for incident response regarding breach and/or exfiltration of data that adheres to Federal, State and local laws. 15.Managing past (and future) — a. Repayment calculations including interest, fees, etc. b. Amortization schedules c. Payment reminders d. Auditing functions 16.Eligibility determinations for all loans a. Income calculations b. Assets calculations c. Debt-to-ratio d. Household size to bedrooms size rations City of Santa Ana RFP No.25-137A Page 18 of 46 ,- CITY OF SANTA ANA e. Amount of assistance eligible for based on above criteria 17. Drafting loan agreements, covenants agreements, recertification letters, approval) rejection letters. 18. Application Status reminders 19. Annual program compliance abilities. Software offered that does not meet these minimum requirements may be considered non-responsive and may be rejected. Minimum Service Requirements i. Customer Support GMS will come with technical support for both City system users and public access Provision of end-user support including telephone support for user-level questions about how to use Software to perform the user's job function. 2. IT Communication: Provision of guidance, troubleshooting and correspondence to City staff to help with supporting the configuration of the software. 3. Hardware, Network and Security Tips: Provision of technical-level guidance to City staff to assist with hardware and network and security specifications 4. Account Management: Provision of a dedicated Account Manager who monitors issues, coordinates regular service release installation, and tracks our business process cycles to help the City provide consistent and reliable services. An Account Manager shall be available for periodic reviews on the status of open issues and future goals. 5. Agency-Specific Process Training: Provision to City, and community service partner agency (as necessary) employees' training on the use of the software to perform specific business processes. Detailed system requirements have been developed based on City's business processes and needs. Proposals should differentiate which requirements come standard in their GNS and which will need to be custom configured to meet City's requirements, 6. Participation in planning, stakeholder, and ongoing meetings: The Lead Service Manager is expected to initiate planning meetings within a week after entering a contract and is expected to communicate and meet with the project manager and key stakeholders at least once a week throughout the implementation process. The Lead Service Manager must schedule and attend project related meetings as frequently as needed. Implementation Deadline: The GMS must be implemented, with complete functionality to replace existing system by a mutually agreed upon time. City of Santa Ana RFP No.25-137A Page 19 of 46 t CITY OF SANTA ANA Deliverables The offeror will be required to provide the following deliverables in a series of six steps: Deliverable 1: Project Implementation Plan and Status Reports Deliverable 2: Business Needs Analysis Deliverable 3: Configuration and Customization Deliverable 4: System Testing Deliverable 5: System Implementation Deliverable 6: Annual Ongoing Delivery of Services The timeframe for provision of Deliverables 1 through 4 are negotiable. The system must be ready for implementation by a date determined by the City or as mutually agreed upon by the parties after the completion of Deliverable 1 through 4, with ongoing delivery of services spanning for the remainder of the term, including renewals. Deliverable 1: Project Implementation Plan and Status Reports The offeror shall develop and deliver a Project Implementation Plan and schedule to cover the period from contract execution through Final Acceptance of the System. The City expects the Offeror to deliver status reports and update this Deliverable on a weekly basis after contract award. Deliverable 1 and its execution must comply with standard acceptable project management protocols. Deliverable 2: Business Needs Analysis The Business Needs Analysis must identify the City's activities and Offeror's services necessary to implement each requirement and component of the GMS and provide the City with a detailed understanding of how the GMS will be configured and integrated to meet system and services requirements included in this RFP. The Business Needs Analysis must identify implementation and enhancement options and identify the proper sequencing of activities. The Business Needs Analysis will provide the basis for the City's decision- making regarding each requirement, and the subsequent implementation activities. Technical Systems Requirements The Offeror shall gather and document detailed technical systems requirements for the system, and deliver a Requirements Validation Report addressing: a. Technical Design documents b. Functional Design documents c. Installation and Configuration d. Security requirements and approach for applications, data, and user access e. Performance Profile—includes number of users, concurrent users, number of transactions to be handled, etc. f. Hosting and Maintenance City of Santa Ana RFP No.25-137A Page 20 of 46 F CITY OF SANTA ANA Beginning with production use of the system prototype, the successful offeror shall provide the agreed upon hosting and support Services in accordance with a Service Level Agreement that the City has agreed to and that must be included in their proposal. The City assumes that this support will overlap any phased implementation of any additional system functionality or services. Deliverable 3: Software Configuration and/or Customization The successful Offeror shall develop and manage all configuration/customization and installation activities against a detailed specification and design plan (Business Needs Analysis) that identifies exactly how the proposed system accommodates the City's requirements, and the services required to implement each requirement.The specifications will address all the data, functional, interface, and technical requirements included in this RFP at a detailed level. Deliverable 4: System Testing Testing Development Offeror shall complete system testing activities in accordance with the previously accepted deliverables. The system testing will be done on a subject-area by subject-area basis, and Offeror will update the Project Implementation Plan and Business Needs Analysis documentation. Offeror must deliver a complete, updated Business Needs Analysis and an application design document at the conclusion of Step 4 as Deliverable 4, System Testing Report. The application design document must detail the system specifications implemented in the system testing as those components which have been successfully tested by the City. Continuity Testing Offeror shall maintain, periodically test and make available upon request a comprehensive Business Continuity plan and test results to ensure operational availability. Deliverable 5: System Implementation Offeror shall complete System Implementation activities in accordance with the current accepted Project Implementation Plan and Schedule, and the previously accepted deliverables. Implementation work may require the Offeror to update the Project Implementation Plan and Schedule and the previously accepted deliverables. At the conclusion of Deliverable 5, the Offeror shall deliver all remaining components outlined in the System Testing Report(Deliverable 4) and any updates to system components delivered after system testing. The system will be submitted for final acceptance testing at the conclusion of this step. System Implementation Steps will include: a. System installation and production readiness testing b. User Acceptance testing c. Quality Assurance testing City of Santa Ana RFP No.25-137A Page 21 of 46 r f CITY OF SANTA ANA d. Training (end user and `train the trainer') e. Go-Live Implementation f. System Stabilization g. Final Implementation documents Deliverable 6: Ongoing Delivery of Services The successful Offeror shall perform maintenance and operations services for the system post implementation. Maintenance and Operations includes: Application management, Help Desk support with a team assigned to the City, systems enhancements, systems maintenance, adaptive and preventive maintenance, performance maintenance, and documentation updates. System performance and Service Level Agreement monitoring, measuring, and reporting. Business Continuity and Disaster Recovery -The successful Offeror shall ensure the system is protected against natural disasters, hardware and software failures, human error, and other contingencies that could interrupt services. The successful Offeror shall maintain a Business Continuity Plan (BCP) that includes a Disaster Recovery (DR) Plan that is acceptable to City. The successful offeror shall maintain the plan throughout the life of the contract. The BCP will describe a load balanced active replica BCP, and will address recovery of business functions, business units, business processes, human resources, and the technology infrastructure sufficient to demonstrate that the System is protected against natural disasters, hardware and software failures, human error, and other events that could interrupt services. Project Timeline Proposals should include an anticipated timeline for completion, identifying major project milestones to include, at minimum, each task of the project. The proposal must include a summary of the anticipated timeline and hours contributed to the project must be identified comprehensively and by task, with each task clearly identified in the timeline. City of Santa Ana RFP No.25-137A Page 22 of 46 e. Proposed Work Plan Proposal shall include a statement demonstrating the firm's understanding of the Scope of Services. Additionally, proposed work plan shall include Proposers': i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. iv. Describe the on-line services, publications and other resources maintained by your firm that deal specifically with areas of concern pertaining to government entities including subscription services and periodicals. Will any of these resources be available to City staff? We have included our anticipated approach to this project on the following pages, including a description of deliverables and implementation plan. Aside from our email newsletter, Neighborly Software does not offer any on-line services, publications and other resources that deal specifically with areas of concern pertaining to government entities. NEIGHBORLY SOFTWARE Implementation Deadline: The GMS must be implemented, with complete functionality to replace existing system by a mutually agreed upon time: Neighborly Software has a proven implementation methodology that has been refined over the course of our many successful housing, economic and community development implementations. Our implementation cycle can range from as quick as 24 hours (COVID-19 Grants) to as long as thirty-two weeks depending upon the number of programs being implemented, the complexity of the programs and the responsiveness of our clients. Before starting the implementation process, Neighborly Software and the City will agree on a schedule that aligns with your program's needs. Deliverables The offeror will be required to provide the following deliverables in a series of six steps: Deliverable 1: Project Implementation Plan and Status Reports Deliverable 2: Business Needs Analysis Deliverable 3: Configuration and Customization Deliverable 4: System Testing Deliverable 5: System Implementation Deliverable 6: Annual Ongoing Delivery of Services The timeframe for provision of Deliverables 1 through 4 are negotiable. The system must be ready for implementation by a date determined by the City or as mutually agreed upon by the parties after the completion of Deliverable 1 through 4, with ongoing delivery of services spanning for the remainder of the term, including renewals. Deliverable 1: Project Implementation Plan and Status Reports The offeror shall develop and deliver a Project Implementation Plan and schedule to cover the period from contract execution through Final Acceptance of the System. The City expects the Offeror to deliver status reports and update this Deliverable on a weekly basis after contract award. Deliverable 1 and its execution must comply with standard acceptable project management protocols. Neighborly Software has a proven implementation methodology that has been refined over the course of over 600 successful implementations and we anticipate completing the system configuration —10 weeks for each phase. During the implementation, our team will work with Neighbor to review and/or build your current or desired workflows and applications before NEIGHBORLY21 a converting those into standardized electronic processes. Neighborly Software will leverage project management and best practices, including: • Weekly status reports • Project workplan vs actuals • Project Risks/issues log • Task reports • Monthly Steering Committee meetings Any deviations from the agreed plan will be discussed during the weekly status meetings and escalated to the Steering Committee as appropriate. We recommend that the Steering Committee meet monthly to review project progress, resolve any open issues/risks and approve any change orders. Deliverable 2: Business Needs Analysis The Business Needs Analysis must identify the City's activities and OfFeror's services necessary to implement each requirement and component of the GMS and provide the City with a detailed understanding of how the GMS will be configured and integrated to meet system and services requirements included in this RFP. The Business Needs Analysis must identify implementation and enhancement options and identify the proper sequencing of activities. The Business Needs Analysis will provide the basis for the City's decision- making regarding each requirement, and the subsequent implementation activities. Technical Systems Requirements The Offeror shall gather and document detailed technical systems requirements for the system, and deliver a Requirements Validation Report addressing: a. Technical Design documents b. Functional Design documents c. Installation and Configuration d. Security requirements and approach for applications, data, and user access e. Performance Profile-includes number of users, concurrent users, number of transactions to be handled, etc. f. Hosting and Maintenance Beginning with production use of the system prototype, the successful offeror shall provide the agreed upon hosting and support Services in accordance with a Service Level Agreement that the City has agreed to and that must be included in their proposal.The City assumes that this NEIGHBORLY29 • support will overlap any phased implementation of any additional system functionality or services. Neighborly Software staff will complete all configuration within the system. It is important to note that until your advanced system administrator(s)is fully trained and comfortable with the configuration tools, our staff will continue to support and handle any day-to-day configuration updates as needed. Our implementation approach is iterative in nature and results in a usable, testable minimum viable product within four weeks of the kickoff meeting. Below is a table that outlines the main events and activities that take place during an implementation: KEY ACTIV111ES • Demonstration of the software to all key stakeholders. • Project objectives and software requirements are reviewed. Kickoff Meeting • Implementation timeline is reviewed and required roles are identified. • Detailed project work plan is reviewed. • Implementation Guide is reviewed.The guide identifies required information to configure the software for each program. Review completed Implementation Guide for each program. Configuration • Review all data import/export sources, if applicable Workshops(#144) • Review, discuss and recommend client best practices to incorporate. • Project requirements for each phase (see below)of each program are finalized Configuration Meeting • First pass configuration is demonstrated for applicant functionality. #1:Applicant ' User credentials are created for testing. Functionality ` Usertesting begins and detailed feedback is captured and incorporated into next review. Configuration Meeting • First pass configuration is demonstrated for administrator functionality. #2:Administration • Usertesting begins foradministration functionality. Functionality • Detailed feedback is captured and incorporated into the next review. First pass configuration is demonstrated for subrecipient, Configuration Meeting contractor/inspector functionality. #3:tractor Developer Usertesting begins for subrecipient, contractorfinspectorfunctionality. Contractors Developer a Detailed feedback is captured and incorporated into the next review. Functionality • Data is uploaded into the system, as applicable • First pass configuration is demonstrated for reporting loans and payment Configuration Meeting functionality 94: Reporting/Loans/ • Usertesting begins for reporting, loans, and payment functionality. Payments • Detailed feedback is captured and incorporated into the next review. • Data is uploaded into the system,as applicable • Initial configuration is complete. Administrator User • Virtual training(4 hours) is conducted for all users for in-scope programs. Training • Followingthe training,the testing environment is promoted to production environment, all test cases deleted, and domain restrictions removed. 31d Party Training • 'Conduct one virtual training session for all subrecipients/contractors for each program NEIGHBORLY • Following each Configuration Meeting, we provide tasks to administrators so they can test and provide feedback on new functionality that is introduced during the Review. For example, following Configuration Review#1, we ask administrators to complete at least two applications in the software and allocate a budget to each case. Following Configuration Review#2, administrators will perform role-based functions in the software, including creating subrecipient agreements, processing draw requests, setting up subrecipient reports, completing monitoring checklists, completing property inspections, setting up loans, etc. By the time we conduct the full day training at the end of implementation, administrators are very comfortable with the system and eager to "Go-Live."In effect, our training session augments all the prior testing administrators have done in the system. Deliverable3: Software Configuration and/or Customization The successful Offeror shall develop and manage all configuration/customization and installation activities against a detailed specification and design plan (Business Needs Analysis) that identifies exactly how the proposed system accommodates the City's requirements, and the services required to implement each requirement. The specifications will address all the data, functional, interface, and technical requirements included in this RFP at a detailed level. While an off-the-shelf software offers a quick, one-size-fits-all approach, it often lacks the flexibility to meet unique program requirements. On the other end fully custom-built solutions provide tailored functionality but require extensive development time, significant costs, and ongoing maintenance—while also demanding constant input from agency staff to define requirements, guide development, and conduct extensive testing. In a disaster recovery scenario, agencies cannot afford to divert critical staff away from serving beneficiaries to focus on software development. Neighborly Software offers the best of both as a highly configurable SaaS solution which eliminates the need for custom coding while still allowing agencies to tailor workflows, reporting, and processes to their specific needs. Our platform is designed with deep industry expertise, pre-built frameworks, and powerful configuration tools that empower agencies to launch and adapt programs efficiently. Unlike rigid off-the-shelf solutions, our software evolves with your needs, continuously improving with new features and enhancements based on industry best practices and client feedback. With a custom-built solution, each new feature or adjustment requires additional development cycles, time, and cost(often benefiting only the client who paid for it). In contrast, Neighborly Software's SaaS model ensures that all agencies benefit from ongoing enhancements, regulatory updates, and emerging best practices. By leveraging Neighborly Software, agencies can rapidly deploy solutions that are proven and scalable, without the cost and complexity of custom development. NEIGHBORLY31 Deliverable 4: System Testing Testing Development Offeror shall complete system testing activities in accordance with the previously accepted deliverables.The system testing will be done on a subject-area by subject-area basis, and Offeror will update the Project Implementation Plan and Business Needs Analysis documentation. Offeror must deliver a complete, updated Business Needs Analysis and an application design document at the conclusion of Step 4 as Deliverable 4, System Testing Report. The application design document must detail the system specifications implemented in the system testing as those components which have been successfully tested by the City. Continuity Testing Offeror shall maintain, periodically test and make available upon request a comprehensive Business Continuity plan and test results to ensure operational availability. Neighborly Software is designed to be an out-of-the-box solution with unparalleled ease of use, eliminating the complexity typically associated with traditional software implementations. Our platform's intuitive interface, pre-configured workflows, and built-in flexibility allow customers to tailor the solution to their needs without requiring extensive customization, prolonged testing periods, or dedicated environments. Additionally, we maintain the following practices that minimize the need for a separate test environment; 1. Configurable and Risk-Free Setup Neighborly Software operates on live configurations, which can be safely adjusted within the platform itself. Changes can be made and validated in real-time without impacting ongoing operations, significantly reducing the need for a separate environment. 2. Iterative Testing During Implementation Our collaborative implementation process includes guided reviews and iterative testing directly within the production environment. This ensures that configurations are accurate and operational without requiring migration from a test environment to live systems, 3. Comprehensive Support and Training To ensure customer success, we provide in-depth training and ongoing support to address any questions or configuration needs. Our experienced implementation team works closely with customers to guide them through initial setup and continued optimization. NEIGHBORLY32 • 4. Cost Efficiency and Focus on Value Maintaining separate test environments introduces additional infrastructure and operational costs that could inflate subscription fees. By streamlining our processes and focusing on live configuration, we deliver more value to our customers. S, Real-Time Data Accuracy Test environments often involve mock or incomplete data, which can lead to discrepancies when transitioning to production. By working directly in the production environment, customers can immediately verify results using actual data, enhancing accuracy and confidence. Our streamlined, cloud-based platform is purpose-built to reduce complexity, accelerate implementation, and deliver results efficiently. This approach not only minimizes unnecessary overhead but also empowers customers to start using the system faster, without compromising reliability or functionality. Deliverable 5: System Implementation Offeror shall complete System Implementation activities in accordance with the current accepted Project Implementation Plan and Schedule, and the previously accepted deliverables. Implementation work may require the Offeror to update the Project Implementation Plan and Schedule and the previously accepted deliverables.At the conclusion of Deliverable 5, the Offeror shall deliver all remaining components outlined in the System Testing Report(Deliverable 4) and any updates to system components delivered after system testing. The system will be submitted for final acceptance testing at the conclusion of this step. System Implementation Steps will include: a. System installation and production readiness testing b. User Acceptance testing c. Quality Assurance testing d. Training (end user and 'train the trainer') e. Go-Live Implementation f. System Stabilization g. Final Implementation documents While Neighborly Software does not maintain a separate, permanent test environment, we utilize a pre-production environment during implementation that functions as the testing space. Prior to go-live, this environment is promoted to production, and all domain restrictions are removed to enable access by end users. Throughout configuration, test cases are developed and iteratively refined to reflect the full lifecycle of a case. These test cases are actively used during SIT and UATto validate program NEIGHBORLY33 • functionality. After go-live, these test cases can remain in the system but are hidden from general users. Access is restricted"so that only designated test users can view and interact with them, allowing continued use for training, quality assurance, or testing without impacting live program operations. Neighborly Software will also provide user licenses for named testers, support the creation and management of test cases within the system, and supply an Administrator Guide to assist testers with the process. Deliverable b: Ongoing Qelivery of Services The successful Offeror shall perform maintenance and operations services for the system post implementation. Maintenance and Operations includes: Application management, Help Desk support with a team assigned to the City, systems enhancements, systems maintenance, adaptive and preventive maintenance, performance maintenance, and documentation updates. The Neighborly Software solution is built and delivered using the Software as a Service (SaaS) model. The solution is fully hosted using Microsoft's FedRAMP certified Azure cloud computing platform and requires no staffing requirement from your iT department for installation, maintenance, backup, upgrade, or customization. We provide an "all-inclusive" support model, meaning that all of our support options are available to the City, included throughout the life of our contract. There are rare occasions where some of our Neighbors require "non-standard"support, i.e. on-premise training, which we are happy to accommodate. Technical support is available on weekdays during the hours of 8:00 am through 8:00 pm FT, with the exclusion of federal holidays. Clients may initiate a helpdesk ticket during support hours by emailing su.pport@neighborlvsoftware.com. Neighborly Software is responsible for all maintenance and systems monitoring In addition to our support option, the "Help"icon is available on the bottom right of each page in Neighborly Software. This configurable popup features frequently asked support questions that users can use to request assistance. All stakeholders (e.g. Administrators, Subrecipients, Developers, Reviewers) have access to virtual User Guides that highlight software functionality specific to their role. During implementation, the City will receive a document that outlines your specific configurations and process flows for each of your programs. This document is shared with you in an editable format and can be distributed to potential applicants, users, etc. Neighborly Software uses ZenDesk for all support ticket tracking and reporting. Below are response and resolution times for support tickets: Standard ticket: Issue does not significantly impact operations, or there is a reasonable workaround available. Neighborly Software will use commercially NEIGHBORLY • reasonable efforts to resolve ticket within eight(8)hours before elevating issue. • Priority Ticket: Software is usable, but some non-critical features are unavailable. Neighborly Software will use commercially reasonable efforts to resolve ticket within two (2)hours before elevating issue. • Emergency Ticket: Issue has rendered software unavailable or unusable, resulting in critical impact to business operations and requires immediate resolution. Neighborly Software will use commercially reasonable efforts to resolve ticket within one (1)hour before elevating issue. System performance and Service Level Agreement monitoring, measuring, and reporting. This information is in our Master Services Agreement Service Level perms, which we have included with this response. Business Continuity and Disaster Recovery -The successful Offeror shall ensure the system is protected against natural disasters, hardware and software failures, human error, and other contingencies that could interrupt services. The successful Offeror shall maintain a Business Continuity Plan (BCP) that includes a Disaster Recovery (DR) Plan that is acceptable to City. The successful offeror shall maintain the plan throughout the life of the contract. The BCP will describe a load balanced active replica BCP, and will address recovery of business functions, business units, business processes, human resources, and the technology infrastructure sufficient to demonstrate thatthe System is protected against natural disasters,hardwareand software failures, human error, and other events that could interrupt services. The Neighborly Software Disaster Recovery and Business Continuity Plan defines the tools, roles, and procedures to enable the recovery and continuation of services supporting our clients in the event of an outage due to a natural or human induced disaster. Neighborly Software is a Microsoft partner and utilizes Microsoft Azure for all hosting and infrastructure, which includes web hosting, database hosting, and blob storage. Microsoft Azure is recognized as an enterprise-grade cloud computing platform with rigorous standards for security. All Customer data is be stored, processed, and maintained solely in data centers located in the United States. Neighborly Software leverages geo-redundancy features of Microsoft Azure for the Application/Web Server, SOL database and File Storage servers. In the event of an outage at the primary data center, the system will automatically fail-over to the backup data center within 5 minutes without requiring manual intervention. Our primary Microsoft Tier IV Fed RAMP data center is in Virginia, and the backup data center is in Texas. On an annual basis, Neighborly Software tests its Disaster Recovery capabilities by triggering a manual fail over from its primary data center to the backup data center. NEIGHBORLY35 Project Timeline Proposals should include an anticipated timeline for completion, identifying major project milestones to include, at minimum, each task of the project. The proposal must include a summary of the anticipated timeline and hours contributed to the project must be identified comprehensively and by task, with each task clearly identified in the timeline. Neighborly Software is proposing that the City°s program be implemented between 10-12 weeks. Below is the proposed timeline for a regular implementation; if the City needs a Rush Implementation, this schedule can be adjusted based on the City's specific needs and could be implemented in as few as 6-8 weeks if necessary. MONTH i' .. _ :,.....,.._ MONTH 3 We.k 1 WE.1,2 W—k 3 VV,,k 4 M CONFIGURATION 9 O Q REQUIREMENTS PROJECT KICK WORKSHOP#1 WORKSHOP N2 WORKSHOP I] WORKSHOP 44 SOFTWARE y 0 CONFIGURATION CONFIGURATION CONFIGURATION CONFIGURATION CONFIGURATION REVIEW E7 REVIEW E7 REVIEW Ii REVIEW•4 USER TESTING DATA IMPORT/EXPORT ADMINISTRATOR TRAINING ADMINISTRATOR TRAINING 3RD PARTY TRAINING 3m PARTY TRAINING PROJECT v v MANAGEMENT WEEKLY STATUS marnNG EXHIBIT B FEDERAL REGULATIONS #2166820v1 EXHIBIT II FEDERAL REGULATIONS a. Federal Regulations— Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations. b. Debarment and Suspension —As required by Executive Orders 12549 and 12689, and 2 CFR §200.214 and codified in 2 CFR Part 180, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. C. Audit Records—With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled,whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. d. Reports— Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) — All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act).Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. f. Americans with Disabilities Act of 1990 — (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity — None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying_ — Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of City of Santa Ana RFP No.25-137A Page 23 of 46 Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. i. Non-Discrimination. and Equal Opportunity — Recipient will comply, and all its contractors(or subrecipients)will comply,with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code— Recipient will comply, and all its contractors (or subrecipients)will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. I. Copeland "Anti-Kickback"Act —Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Copeland "Anti-Kickback" Act(40 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. M. Davis-Bacon Act— Recipient will comply, and all its contractors (or subrecipients)will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. n. Work Hours and Safety — Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. o. Clean Air Act — Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air City of Santa Ana RFP No.25-137A Page 24 of 46 Act(42 U.S.C. 7401-7671 q), and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as applicable. p. Energy and Conservation — Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable. q. Waste Disposal— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. r. Patent Bights— Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable. S. Copyright— Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. t. Equal Employment in Construction Contracts— Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive City of Santa Ana RFP No.25-137A Page 25 of 46 consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The contractor 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 the contractor's legal duty to furnish information. (4) The contractor 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 advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The contractor 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. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. U. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.216. Recipient will comply with FEMA City of Santa Ana RFP No.25-137A Page 26 of 46 Policy 405-143-1, Prohibitions on Expending l"EMA Award Funds on Covered Telecommunications Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment: (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (3) Telecommunications or video surveillance services produced by such entities or using such equipment. (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. V. Domestic Preferences for Procurements/Subcontracts— Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements under Uniform Guidance 2 CFR §200.322. Recipient shall comply with the federal and recipient standards in the award of any subcontracts. For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts. Recipient shall ensure that the terms of this Agreement with the CITY are incorporated into all Subcontractor Agreements. The recipient shall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor. The recipient shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. (1) Recovered Materials Recipient shall make 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. City of Santa Ana RFP No.25-137A Page 27 of 46 Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines webpage: httpsJ/www.epa.gov/smm/comprehensive-procurement-guideline-cpg-prog ram. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. (2) Domestic Preference for Procurements Recipient should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. W. Termination for Cause and Convenience—Should recipient fail for any reason to comply with the contractual obligations of this agreement within the time specified by this Agreement, the CITY reserves the right to terminate the Agreement, reserving all rights under state and federal law. X. Contractual/Legal Remedies for Breach of Contract—Should recipient fail for any reason to comply with the contractual obligations of this Agreement and/or willfully, knowingly or negligently breach any term, condition or requirement of the agreement, City may impose sanctions including but not limited to damages (liquidated damages and or penalties) and /or any other remedy available pursuant to the Agreement of the laws then in effect. City of Santa Ana RFP No.25-137A Page 28 of 46 EXHIBIT C COMPENSATION #2166820v1 2. Cost Proposal The proposal should include a proposed fee for all services delineated by task as outlined in the Offeror's proposed scope of work. The fee proposal should include the hourly rate of each staff member who will work on a task and their number of hours by task.The Offeror contract will be a fixed-price or lump sum cost contract per project or task.Therefore, all proposals must contain a Lump Sum Cost Proposal for the scope of services delineated, inclusive of all expenses (there will be no reimbursables). The Offeror contract maximum total sum is not to exceed $75,000.00 and is dependent upon the availability of grant funds. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. Neighborly Software offers a simplistic approach to pricing our solution. The primary components of our pricing are the Administrator license and Implementation Fees. What is an Administrator License? An administrator license is a license for anyone in the organization that is going to be administering these programs. This license is needed for those in the organization who are actively managing cases, and tasks and working directly with applicants or managing the staff that is working on applicant files. This license is an annual subscription for our solution and includes complete access to the platform, which is priced at $3,000 per user. Who doesn't need a License? It's important to note that Neighborly Software does not charge for access to the system by applicants or other non-stakeholders (for example, board members, auditors, or contractors). What about Implementation and start-up costs? Neighborly software is a configurable out- of-the-box solution, meaning that we don't have to do any custom coding, our solution is fully configurable to meet the needs of most programs. Our implementation fees are as simple as our licenses. We charge $4,000 for the configuration of each program. QuantityItem Unit Price User License(s)* $3,000 annually 3** $9,000.00 Rush Implementation $7,000 one-time 1 $7,000.00 IDIS: Down Payment Assistance $2,400annually 1 $2,400.00 TOTAL(Year 1): $18,400.00 TOTAL(Year 2): $11,400.00 OPTIONAL: Data Migration *** $5,000 one-time per set 1 $5,000.00 (e.g. Loans) Regular Implementation**** $4,000 one-time 1 $4,000,00 *Additional licenses may be added anytime pro rata to the annual term **Must maintain a minimum of three licenses throughout life of contract ***Dependent on amount of data City needs migrated ****10-12 week implementation NEIGHBORLY39 EXHIBIT D INSURANCE REQUIREMENTS #2Z66820vl EXHIBIT D Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons,damages to software, damages to property (including computer equipment),theft,or other misuse of City's data, infringement of intellectual property, invasion of privacy and breach of data,which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal&advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Automobile Liability(AL):Insurance Services Office Form CA 00 01 covering code 1(any auto,with limits no less than $1,000,000 combined single limits. 3. Cyber Liability(CL): Insurance,with limits not less than$2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach,system failure, data recovery, business interruption, cyber extortion,social engineering, infringement of intellectual property, including but not limited to infringement of copyright,trademark, trade dress, invasion of privacy violations, information theft, and release of private information.The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 3.Technology Professional Liability-Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits not less than$2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to,claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information.The policy shall provide coverage for Consultant's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of,or destruction of electronic data and/or information "property" of City in the care, custody, or control of Consultant. 4.Workers'Compensation (WC):As required by the State of California,with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee,for bodily injury or disease. If Consultant maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: EXHIBIT D 1. City of Santa Ana, its City Council, its officers, officials, employees,agents, and volunteers are to be covered as additional insureds, under Consultant's CGL and AL policies,with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of Consultant's CGL,AL, CL, and WC policies which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials,employees,agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled,suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City.Ten (10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: Community Development Agency, Attn: Executive Director, 20 Civic Center Plaza, M-29, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:Vll, unless otherwise acceptable to Consultant. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three(3)years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Consultant must purchase "extended reporting" coverage for a minimum of three(3)years after completion of work. EXHIBIT D Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. Consultant reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at anytime. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage,or other special circumstances. Failure to Maintain Insurance Coverage If Consultant,for any reason,fails to maintain insurance coverage,which is required pursuant to this Agreement,for the entire term of this contract,the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement at any time and obtain damages from Consultant resulting from said breach. DATE(MM100lYYYY) AC 1e'o1 CERTIFICATE OF LIABILITY INSURANCE 4/1/2026 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 INSUREII 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 endorsements PRODUCER CONTACT NAME: Marsh & McLennan Agency LLC PHONE 864-271-6336 FarAX No 870 S Pleasantburg Dr E-MAIL Greenville SC 29607 ADDRESS: MAcertsRFQ@MarshMMA.com INSURER S}AFFORDING COVERAGE NAIL H INSURER A:Continental Casualty Company 20443 INSURED NEIGHSOFT INSURERS:Columbia Casualty Company 31127 34 nevate LLC 3423 Piedmont Rd NE INSURERC:Accident Fund Ins CO of America 10166 Atlanta GA 30305 INSURERD: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1991032942 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 I POLICY ITYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDIYYYY MMfODY EXP LTR IYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 7039009366 9/26/2025 9/26/2026 EACH OCCURRENCE $1,000,000 �OGCUR DAMAGES(RENTED CLAIMS-MADE PREMISES Eaaccurrence) $1,000,000 MED EXP(Any one person) $10.000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE $2,000,000 PRO ❑ LOC PRODUCTS -COMPIOPAGG $2,000,000X POLICY❑JECT OTHER: $ A AUTOMOBILE LIABILITY 7039009366 9/26/2025 9/2612026 COMBINED SINGLE LIMIT $1,000,000Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident) $75,ODq PE)Deductible $250 A X UMBRELLA X IOGGUR 7039000447 9/2612025 9/26/2026 EACH OCCU RRE NCE S5,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE 55,000,000 DED X RETENTION$in nii 5 C WORKERS COMPENSATION Y 100121065 111l2026 111J2027 X PER OTH- AND EMPLOYERS'LIABILITY Y!N STATUTE ER ANYPROPRIETOWPARTNERIFXECLITIVE ❑ E.L.EACH ACCIDENT $1,000,000 EXCLUDED?OFFICERIMEMBER EXC N1A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,00D If yes,describe under DESCRIPTION OF OPERATIONS below I I E.L.DISEASE-POLICY LIMIT $1,00Q000 B Cyber Liability and 794126908 9/26/2025 912612026 Aggregate Limit 5.000,000 Professional Liability Retention 25.000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project Name:"Grant Management Software for Down Payment Assistant Grants"Location:"City of Santa Ana,CA" must be included in the Description of Operations section of each certificate. Per the cancellation clause contained in the policies noted on this certificate,the policy provisions include at least 30 days notice of cancellation except for non-payment of premium. APPROVED By Tu Tran Nguyen at 7:35 am,Apr 07,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Santa Ana, CA Attention: David Flores 20 Civic Center Plaza, M-25 .Santa Ana CA 92701. AUTHORIZED REPRESENTATIVE _ ' O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA EPS+ tech + pro + media + security + privacy DECLARATIONS THIS IS A CLAIMS MADE POLICY AND, SUBJECT TO ITS PROVISIONS, APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD AND REPORTED IN ACCORDANCE WITH SECTION VI. CONDITIONS, PARAGRAPH B. CLAIM EXPENSES ARE WITHIN THE LIMIT OF LIABILITY. PLEASE REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Policy# Customer# Insurer Producer 794126908 880129 Columbia Casualty MARSH & MCLENNAN Company AGENCY LLC 151 North Franklin Street Rachel King Chicago, IL 60606 870 S PLEASANTBURG DR GREENVILLE, SC 29607- 2455 1. NAMEDINSURED Name: Address: FGP-Neighborly Software, LLC. 3423 Piedmont Rd NE Atlanta, GA 30305 2. POLICY PERIOD Effective Date: 09/26/2024 (both of which at 12:01 a.m. standard time at the address stated in Expiration Date: 09/26/2025 Item 1 above) 3 COVERAGE SCHEDULE Coverage under this policy is provided only for those coverages for which a limit of liability appears below. If no limit of liability is shown for a coverage, such coverage is not provided by this policy. The Aggregate Limit of Liability shown below is the most the Insurer will pay regardless of the number of coverages purchased. Aggregate Limit of Liability for All Damages, Claim Expenses, Privacy Event Expenses, Extortion Payments, Privacy Regulation Investigation Expenses $5,000,000 ` and First Party Loss under all Coverages SCHEDULED LIMITS OF LIABILITY of Liabilityl Technology and Professional Liability $5,000,000 $25,000 1/18/2I/A ...... ....... .. ............ .._..... ........ ... ...-............-._. --..,. __.......... __. Media Liability $5,000,000 $25,000 _...... ........ ... - - ............_:......-.........- -- Network Security Liability $5,000,000 $25,000 .. . . _ ........... .. ....._. . .. .............. ...... ..... ............__. .Privacy Injury Liability $5,000,000 $25,000.......... ......... ....... ... ....... .Privacy Regulation Proceeding $5,000,000 $25,000. ....__.. _ ._...... . ....... ...__...._.._....... --.-_--.__._. ........ ..._......._._.._..._._._..._..._._._...._._......_..._........_......_..._..-_ - .Privacy Regulation Fines $5,000,000 $25,000 Privacy Event Expense $5,000,000 $25,000 NIA . .............................. .-.............- ... _. Extortion Demand $5,000,000 $25,000 NIA ................:. . ...... ...._.. _... ..... Privacy Regulation Investigation $5,000,000 $25,000 N/A Ali First Party GSL2301XXc (Ed.6/11) Pagel O CNA All Rights Reserved. CNA EPS+ tech + pro + media + security + privacy DECLARATIONS Business Interruption 8 Hrs Business Interruption & Extra Expense $5,000,000 Waiting Period NIA Each Network $25,000 Impairment Insurer's Discretionary Remediation Co-Insurance Percentage 0% 4. 0:IQ 4 Ewa $39,292 .......-.. 5. i NOTICESTO INSURER Claims All Other Notices: CNA—Claims Reporting CNA Global Specialty Lines P.O. Box 8317 Attention: Mark Cenit Chicago, IL 60680-8317 Fax: 866-773-7504 Email: Spec!altyNewLoss@cna.com Endorsements CNA-90385-XX 10/2017 Claim And Privacy Hotline Endorsement CNA-103827-XX 0612022 Omnibus Endorsement CNA-104261-XX 07/2022 NFT Exclusion Endorsement CNA-104234-XX 07/2023 Electronic Theft Endorsement(Including Social Engineering Loss- Primary Coverage) GSL-35722-XX 0712019 Amend Application to Provide For Severability Endorsement GSL-35734-XX 0612011 AMEND COVERAGE FOR NEW SUBSIDIARY THRESHOLD ENDORSEMENT GSL-46711-XX 09/2011 AMEND CONSENT TO SETTLEMENT MODIFIED PERCENTAGE CNA-90541-XX 1112017 Amend Other Insurance Condition Endorsement(Primary& Non-Contributory) CNA-92593-XX 07/2018 Loss Mitigation Endorsement(Insuring Agreement A.1. Technology And Professional Liability) GSL-1430-XX 03/2009 PolicyHolder Notice CNA-81753-XX 03/2015 Cap On Losses From Certified Acts Of Terrorism Endorsement CNA-81758-XX 01/2021 Notice Offer Of Terrorism Coverage Disclosure Of Premium Confirmation Of Acceptance CNA-74300-XX 06/2014 Service of Suit GSL2301XXc (Ed.S/11) Page fl CNA All Rights Reserved. CNA EPS+ tech + pro + media + security + privacy b. the Privacy Event Expenses, Extortion Payments or Privacy Regulation Investigation Expenses are incurred within twelve months after the date that the Insured reports the Privacy Event, Privacy Regulation Investigation or Extortion Demand in accordance with Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM OR CIRCUMSTANCE/PRE-CLAIMS ASSISTANCE/DATE OF CLAIM, and such amounts are consented to in writing by the Insurer, such consent not to be unreasonably withheld. E. VICARIOUS LIABILITY 1. Third Party Vicarious Liability Coverage Any entity or natural person the Insured Entity is required by written contract to include as an insured for liability of such entity or natural person for an Insured's Wrongful Acts shall be insured under this Policy but solely to the extent that a Claim is made against such entity or natural person for a Wrongful Act of an Insured, and only so long as the written contract is entered into before such Claim occurs, provided: a. there shall be no coverage afforded to such entity or natural person for its Wrongful Acts; and, b. nothing herein shall serve to confer any rights or duties to such person or entity under this Policy, other than as provided in this paragraph. 2. Assumed Liability of Insured The Insured Entity is insured for liability it assumes in a written contract or agreement under which it assumes the tort liability(liability that would be imposed by law in the absence of any contract or agreement)of another party incurred by such third party as a result of an Insured's Wrongful Act provided the Wrongful Act gives rise to a Claim and occurs subsequent to the execution of such contract or agreement. Solely for the purposes of liability assumed by the Insured Entity in such contract or agreement reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be Damages provided: a. liability to such party for, or for the cost of, that party's defense has also been assumed in such contract or agreement; and, b. such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which Damages to which this insurance applies are alleged. Any coverage afforded by this paragraph is subject always to all of the Policy's terms, conditions and exclusions. II. DEFINITIONS The following defined words shall have the same meaning throughout this Policy, whether expressed in the singular or the plural. Application means all signed applications, any attachments to such applications, other materials submitted therewith or incorporated therein, and any other documents submitted in connection with the underwriting of this Policy by the Insurer, or any other policy underwritten by the Insurer or its affiliates of which this Policy is a direct or indirect renewal or replacement. Copyright Ou 2011 CNA. All Rights Reserved. CNA (Ed 10319) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima —Noncontributory provision 1.b. Definition of"written contract" 2. Additional Insured—Extended Coverage II. Liability Extension Coverages A. Bodily Injury—Expanded Definition B. Broad Knowledge of Occurrence C. Estates,Legal Representatives and Sp2uses D. Fellow Em to ee First Aid E. Legal Liability—Damage to Premises F. Personal and Advertising_Injury—Discrimination or Humiliation C. Personal and Advertising Injury—Broadened Eviction H. Waiver of Subrogation—Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily Injury" or"property damage" arising out of"your products" which are distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 9. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or SB146932G(10-19) Page 1 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) h. "Bodily Injury" or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products,or any ingredient, part or container,entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard"is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.1. below whom you are required to add as an additional insured on this policy under a"Written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such"written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a.through k. below; or m Coverage for "bodily Injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.1,below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising 0 out of: 0 ti (1) such person or organization's financial control of you;or g (2) Premises such person or organization owns, maintains or controls while you lease or occupy these n premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for"bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for"bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G(10-19) Page 2 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for"bodily injury," "property damage" or "personal and advertising Injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising Injury"takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for"bodily Injury," "property damage" or"personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily Injury" or"property damage" or the offense giving rise to such "personal and advertising injury,"takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee,Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily Injury," "property damage" or "personal and advertising Injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured. h. State or political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for"bodily injury,""property damage"or"personal and advertising injury"arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners,or decorations and similar exposures;or (b) The construction, erection,or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance;or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) `Bodily Injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) 'Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,"we will treat as a"written contract"any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising Injury"caused by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through I. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising Injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily Injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-oompleted operations hazard."But this provision(2)does not apply to such"bodily Injury"or"property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract';and (b) The"written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A.and B.above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess,contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions,the following definition is added: 0 0 "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The"bodily injury"or"property damage;"or (b) The offense that caused the"personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part,the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual,then his or her spouse is an insured; S13146932G(10-19) Page 4 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) b. A partnership or joint venture,then its partners, members and their spouses are insureds; c. A limited liability company,then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds;or 9. Any type of entity,then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily Injury" or"personal and advertising Injury" to any fellow employee or to any natural person listed in paragraphs a.through d.above; (2) "property damage"to property owned, occupied or used by their employer or by any fellow employee;or (3) Providing or failing to provide professional health care services. II, LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability and Medical Expenses Definitions, the definition of"Bodily Injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock,mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or"suit"is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts, errors or omissions in the conduct of the Named Insured's business. SB146932G(10-19) Page 5 of 7 Copyright,CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1,is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co-"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability—Damage To Premises 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage"to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; S. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the"property damage"arises out of those operations;or S. That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. N Paragraphs 1, 3, and 4, of this exclusion do not apply to"property damage" (other than damage by fire or explosion)to premises: m (1) rented to you: m 0 a (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products- completed operations hazard." 2. Under B.Exclusions, 1.Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and =_ Advertising Injury: _ Exclusions c,d,e,f,g,h,i, k, I,m,n,and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. SB146932G(10-19) Page 6 of 7 Copyright,CNA All Rights Reserved. SB 146932G (Ed. 10-19) 3. The first Paragraph under item S. Damage To Premises dented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of"personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or (b) Any"executive officer,"director, stockholder, partner, member or manager(if you are a limited liability company)of the insured;and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (16)Discrimination Relating to Room,Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury -- Discrimination or Humiliation) does not apply if Personal and Advertising injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G(10-19) Page 7 of 7 Copyright,CNA All Rights Reserved. C'NA SBEd 01/08) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO PHYSICAL DAMAGE COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM The following provisions of this endorsement apply only as respects Hired Auto Physical Damage Coverage. All other terms and conditions remain unchanged. 1. The following is added to Section A.Coverages, d. We will not pay for"loss'to any of the following: 3. Hired Auto Physical Damage (1) Tape decks or other sound producing We will pay for "loss" to a covered "hired auto" or its equipment f unless permanently installed in equipment from any cause, hired auto"; We will also cover loss of use of a covered"hired auto" (2) Tapes, records, disks or other similar audio if it results from an accident, you or your visual or data electronic devices designed for "employea'are legally liable, and the lessor incurs an use with audio, visual or data electronic actual financial loss, subject to a maximum of $1,000 equipment' per accident. (3) Sound receiving equipment designed for use II. The following is added to Section B.Exclusions; as a citizens' band radio, two-way mobile radio or telephone or scanning monitor 4. Applicable to Hired Auto Physical Damage receiver, including Its antennas and other Coverage accessories, unless permanently installed in We will not pay for "loss" caused by or resulting from the dash or console opening normally used by the hired auto manufacturer for the any of the following. Such "loss" is excluded installation of a radio; or regardless of any other cause or event that contributes concurrently or in any sequence to the "loss," (4) Equipment designed or used for the detection a. Nuclear Hazard or location of radar. e, We will not pay for "loss" caused by or resulting (1) The explosion of any weapon employing from any of the following unless caused by other atomic fission or fusion; or "loss'that is covered by this insurance: N (2) Nuclear reaction or radiation, or radioactive (1) Wear and tear, freezing, mechanical or contamination, however caused. electrical breakdown; or b. War or Military Action (2) Blowouts, punctures or other road damage to (1) War, including undeclared or civil war; tires. (2) Warlike action by a military force, including III. Section C.Who Is An Insured does not apply. action in hindering or defending against an IV. Section D. Liability And Medical Expenses Limits of actual or expected attack, by any government, Insurance is deleted in its entirety and replaced with sovereign or other authority using military the following. personnel or other agents; or D. Limits of Insurance (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental The most we will pay for 'loss" in any one authority in hindering or defending against any accident is the lesser of: of these. 1. The actual cash value of the damaged or c. We will not pay for "loss' to any covered "hired stolen property as of the time of the'loss'; auto' while used in professional or organized 2. The cost of repairing or replacing the racing or demolition contest or stunting activity, or damaged or stolen property with other while practicing for such a contest or activity. We property of like kind and quality; or will also not pay for "loss" to any covered 'hired auto" while that covered "hired auto" is being 3. $75,000, prepared for such a contest or activity. SB-300146-B Page 1 of 3 (Ed. 01/08) SB-300148-B (Ed. 01/08) Deductible (d) 'Take all reasonable steps to protect We will not pay for loss or damage in any one the covered "Fired auto" from furtherdamage. Also keep a record of your occurrence until the amount of loss or damage expenses for consideration the exceeds the $250 deductible for each covered settlement of the claim. auto, We will then pay the amount of loss or damage in excess of the deductible up to the (a) Permit us to inspect the covered applicable Limit of Insurance, "hired auto" and records proving the V. SECTION E. Businessowners General Liability "loss"before its repair or disposition. Conditions is deleted in its entirety and replaced with (f) Agree to examination under oath at the following, our request and give us a signed E. Conditions statement of your answers, 1. Loss Conditions c. Legal Action Against Us a. Appraisal No person or organization has a right under this policy: If you and we disagree on the amount of a. To join us as a party or otherwise foss, either may demand an appraisal of the bring us into a "suit" asking for 'loss.' In this event, each party will select a damages from an insured; or competent appraiser. The two appraisers will select a competent and impartial umpire. The b. To sue us on this policy unless all of appraisers will state separately the actual its terms have been fully complied cash value and amount of"loss." If they fall to with, agree, they will submit their differences to the A person or organization may sue us to umpire. A decision agreed to by any two will recover on an agreed settlement or on a be binding, Each party will, final judgment against an insured; but we (1) Pay its chosen appraiser; and will not be liable for damages that are not (2) Bear the other expenses of the appraisal payable under the terms of this policy or and umpire equally. If we submit to an that are in excess of the applicable limit of appraisal, we will still retain our right to insurance. An agreed settlement means a deny the claim, settlement and release of liability signed by us,the insured and the claimant or the If we submit to an appraisal,we will still retain claimant's legal representative, our right to deny the claim. d. Lass Payment b. Duties In the Event of Loss At our option we may: (1) In the event of "loss,"you must give us or (1) Pay for, repair, or replace damaged our authorized" representative prompt or stolen property; or notice of the loss. The notice shall include: (2) Return the stolen property at our (a) How, when and where the "loss" expense.We will pay for any damage occurred; and that results to the Ohlred auton from the theft; or (b) To the extent possible, the names (3) Take all or any part of the damaged and addresses of any injured persons or stolen property at an agreed or and witnesses. appraised value. (2) Additionally,you must: 2, General Conditions (a) Assume no obligation, make no a. Bankruptcy payment or incur no expense without our consent, except at your own cost. Bankruptcy or insolvency of the Named (b) Cooperate with us in the Insured or the Named Insured's estate investigation, settlement or defense will not relieve us of any obligations under of any"suit." this endorsement. (c) Promptly notify the police if the covered "hired auto" or any of its equipment is stolen. SB-300148-B Page 2 of 3 (Ed. 01/08) SB-300148-B (Ed. 01108) b. Concealment, Misrepresentation or The coverage territory is: Fraud (1) The United States of America; This endorsement is void In any case of fraud by you at any time as it relates to (2) The territories and possessions of the this endorsement. It is also void if you or United States of America; any other insured, at any time, (3) Puerto Rico; and intentionally conceal or misrepresent a material fact concerning: (4) Canada. (1) This endorsement; We also cover "lass' to, a covered "hired auto" while being transported between (2) The covered "hired auto"; any of these places. (3) Your interest in the covered "hired f. Transfer of Rights of Recovery Against auto"; or Others to Us (4) A claim under this endorsement, If any person or organization to or for c. No Benefit to Belles which we make payment under this endorsement, has rights to recover We will not recognize any assignment or damages from another, those rights are grant any coverage for the benefit of any transferred to us. That person or person or organization holding, storing or organization must do everything transporting property for a fee regardless necessary to ensure our rights and must of any other provision of this do nothing after loss"to impair them. endorsement. The following are added to Section F. d. Other Insurance Liability And Medical Expenses (1) For any "hired auto,' this Definitions: endorsement provides primary "Hired auto" means any 'auto" you or Insurance. your 'employee' lease, hire, rent or (2) When this endorsement or any other borrow under a contract in your or your e employees name, which is used in endorsement provides coverage on connection with your business with a the same basis, we will pay only our share. Our share is the proportion grass vehicle weight of 20,000 Ibs, or that the Limit Insurance of this less. "Auto" includes a trailer with a load capacity of 2,000 lbs. or less, However, endorsement bears to the total of the this does not include any "auto' that you $3 limits of all the endorsements, or your "employee' lease, hire, rent, or coverage forms and policies borrow: providing coverage on the same basis. a. From any of your 'employees," your 9. Policy Period,Coverage Territory partners, or your 'executive officers' or members of their household; or Under this HIRED AUTO PHYSICAL b. With a drier;or DAMAGE COVERAGE ENDORSEMENT, we cover'losses'occurring: c. Without your permission (1) During the policy period shown in the 'Loss' means direct and accidental "loss" Declarations; and or damage. (2) Within the coverage territory. SB-300146-8 Page 3 of 3 (Ed. 01108) CNA$(09 14) CNA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY. OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS The following is added to Paragraph H.Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. All other terms and conditions of the Policy remain unchanged. 0 0 0 0 0 n N O YYYYYIM CNA80103XX(09-14) Page 1 of 1 Copyright,CNA Al Rights Reserved.Includes copyrighted material of Insurance Services Office,Ina,with rfs permission ACCIDENT FUND INSURANCE COMPANY OF AMERICA WC 00 03 13 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for whom the Named insured has agreed by written contract to furnish this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 0110112025 Policy No. AF WCP 100121055 01 Endorsement No. Insured BENEVATE LLC Premium: $0 Insurance Company ACCIDENT FUND Countersigned by INSURANCE COMPANY OF AMERICA WC 00 0313 (Ed.4-84) ©1983 National council on compensation Insurance. NA EPS+ tech + pro + media + security + privacy M. SUBROGATION AND RECOVERY To the extent it pays any Damages or Claim Expenses, the Insurer shall be subrogated to all the Insureds rights of recovery therefor, including without limitation an Insureds right to indemnification or advancement from the Insured Entity. The Insureds shall execute all papers necessary to secure such rights, including executing any documents necessary to enable the Insurer effectively to bring suit in their name, and shall take no action which impairs the Insurer's rights of subrogation or recovery. N. NOTICES TO THE NAMED INSURED Any notices to the Named Insured under this Policy shall be provided to the Named Insured at the last known address and to its last known insurance agent or broker. If properly mailed to the Named Insured at such address, the date of mailing shall constitute the date such notice was given. O. CHANGES Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer does not effect a waiver or a change in any part of this Policy or stop the Insurer from asserting any right under the provisions of this Policy, nor shall the provisions be waived or changed except by written endorsement issued to form a part of this Policy. P. INSURED AUTHORIZATION The Insureds agree that the Named Insured will act on behalf of the Insureds with respect to giving of all notices to the Insurer(except notices provided in Section VI. CONDITIONS, paragraph B. NOTICE OF CLAIM, CIRCUMSTANCE OR NETWORK IMPAIRMENTfPRE-CLAIMS ASSISTANCE/DATE OF CLAIM)the receipt of notices from the Insurer, the payment of the premiums, the receipt of any return premiums that may become due under this Policy, and the agreement to and acceptance of endorsements. Q. VALUATION All premiums, limits, retentions, and other amounts under this Policy are expressed and payable in United States of America currency. If any judgment, settlement or any part thereof are expressed or calculated in any other currency, payment of such amount due under this Policy will be made in the currency of the United States of America, at the rate of exchange published in The Wall Street Journal on the date the Insurer's obligation to pay such is established, or, if not published on that date, on the date of next publication. R. BANKRUPTCY Bankruptcy or insolvency of any Insured does not relieve the Insurer of any of its obligations hereunder. If a liquidation or reorganization proceeding is commenced by the Named Insured and/or any other Insured Entity (whether voluntarily or involuntarily) under Title 11 of the United States Code (as amended), or any similar state, local or foreign law(collectively"Bankruptcy Law")then, in regard to a covered Claim under this Policy, the Insureds hereby: 1. waive and release any automatic stay or injunction to the extent it may apply in such proceeding to the proceeds of this Policy under such Bankruptcy Law; and, 2. agree not to oppose or object to any efforts by the Insurer or any Insured to obtain relief from any stay or injunction applicable to the proceeds of this Policy as a result of the commencement of such liquidation or reorganization proceeding. Copyright 0c. 1-011 CNA. All R[ghts Reserved. CITY OF SANTA ANA Risk Management a division of Human Resources Managing Risk through Awareness and Action - AFFIDAVIT OF EXEMPTION FOR AUTOMOBILE LIABILITY INSURANCE 1, Jason Rusnak, President ("Representative"), attest that I am an authorized (Name and Title of Vendor Representative) representative of Benevate, LLC ("Company"), and (Consultant/Company Name) possess the authority to legally bind Company. In my capacity as Representative of Company, I represent and confirm the following, as relates to the agreement between Company and City of Santa Ana,agreement number 25-137A ("Agreement")to provide Grant Management Software for Down Payment Assistance Grants ("Services"): (Services to be provided under agreement/contract) During the course and scope of Company's agreement with the City of Santa Ana, Company employees, consultants,representatives, and agents will not use and/or drive any Company owned/rented/leased/borrowed vehicles to perform Services to, for, or on behalf of City of Santa Ana. If at any time it is found that Company is not adhering to any and/or all of the statements in this document and does not maintain the minimum automobile liability insurance coverage as required in the Agreement, it will be considered a breach of Agreement rendering the Agreement null and void and Company will be fully liable for any and all damages. J Jason Rusnak Digitally signed by Jason Rusnak Date:2026.04.01 11:39:19-04'00' 4/1/26 Signature Date J.Jason Rusnak Print Name President Title 855-625-9738 jason.rusnak@neighborlysoftware.com Contact Information,i e.,Telephone Number and/or Email Address Affidavit of Exemption for Automobile Liability insurance 11.12.2024