HomeMy WebLinkAbout456702 E-CIVIS INC - CONTRACT - AGREEMENT MISC - 9100476e �') I Ic) 0 q--1 (�-,
This Agreement is made by and between:
eCivis, Inc., a Delaware corporation ("eCivis")
3452 East Foothill Blvd, Floor 9
Pasadena, CA 91107
Fax: (626) 628-3232
Sales Contact:
Lydia Moulin, Client Service Associate
GRANTS NETWORK MASTER LICENSE AND SERVICE AGREEMENT
Date . 1/8/2010
Contract No. 2000
and City of Fort Collins, CO ("Customer')
215 N. Mason St.
Fort Collins, CO 80521
Phone: (970) 416-2259
Principal Contact and Master Access Holder:
Mike Freeman, Chief Financial Officer
This Agreement, and the Exhibits attached hereto, set forth the business relationship between the parties and the terms and conditions
under which the following products are licensed and services are provided to Customer; and supersedes all previous agreements
between eCivis and Customer.
GN: Research - Enterprise License
Federal, State (if available), and Foundation
1
$ 25,000
$
25,000
GN: Knowledgebase 2.0 - Enterprise License
Courses, Subject Briefs, Project Trends
1
$ 7,000
$
7,000
GN: Tracking & Reporting 2.0 - Peak Grants
Peak Level of Open Awarded Grants
5
$ 750
$
3,750
GN: Community Based Organization (CBO) Access
Access for nonprofits within customer boundaries
10
$ 300
$
3,000
Product Sub -Total
$
38,750
GN: Product Training (Research/Knowledgebase or T&R)
Onsite Training (days)
1
$ 3,000
$
3,000
Product Training Discount
Silver Client Discount
$
(3,000
Services
Sub -Total
$
-
Bundled Product Discount
$
(10,725
Additional Discount -
$
(3,715
TOTAL PRICE
$
24,310
Subscription Period(s) and Payment Terms
The Subscription Period of this Agreement will conclude 3/31/2011
Cycle 1: 4/1/2010 through 3/31/2011
If signed contract is: The valid price is: Payment is due:
❑ Received by 3/1/10 $24,310 (13.0% savings) Net 30 days of invoice date
❑ Received by 3/31/10 $26,168 (7.0% savings) Upon receipt of invoice
❑ Received after 3/31/10 $28,025 Upon receipt of invoice
DISCOUNT IS ONLY VALID IF CONTRACT IS SIGNED ON OR BEFORE: MARCH 31, 2010
Year -to -Year: This agreement will be eligible for renewal for extended one-year periods through mutually agreed upon purchasing vehicle
executed before the expiration of the original term listed above. No guarantees are made as to rate, access, or included services within this
agreement. Purchasing vehicles executed after the termination date of this agreement are subject to then -current retail rates for all services
provided.
Accepted By: W k� O ������Accepted By:
Customer O CZ T":-C •Y-r, 1(.4n%9 19 eCivis, Inc.
By: \` 7 By:
(Authorized Signature) (Authorized Signature)
Name: _ Lcc:6((Xoia- _ Name: Sergio Del Olmo
(type or print) (type or print)
Title: ,2&Crp2u-c PU Q c-ourec ( Title: Director of Client Services
Date: 1 //��� 0 Date: 1 /08/10
Send invoice to (if different than address above): �f
Address Dept ,c ;J 111� S �1��1T',L-ea-
eCivis Ccniract v20070803 Page 1 of 4
Page 2 of 4
Terms & Conditions
1) General.
a) "Customer" shall mean the end -user customer organization, entity, or individual executing this Agreement.
b) "Access Holder" shall mean each individual who is an employee of or officially working on behalf of Customer at the time such
individual accesses and/or uses Grants Network. If Customer is licensing the Grants Network: Community Based Organization Module
(also referred to as the "CBO" Module) pursuant to this Agreement, then "Access Holder" shall also mean each individual who is an
employee of an approved non-profit organization pursuant to the CBO Module.
c) "Grants Network" shall mean the Products and Services as listed on page 1 of this agreement.
d) "Licensed Modules" shall mean the Modules that are licensed by Customer herein pursuant to the Fee Schedule set forth on the cover
page attached hereto. Customer acknowledges and agrees that eCivis is not obligated, but reserves the right, to make daily, weekly,
monthly, or yearly updates to the Modules.
e) "Stated Version" shall mean the version of a Module notated herein by the first number after the Module name (e.g., "Grants Network:
Research 4.1 ", "GN: Tracking & Reporting 1.2", etc.).
f) "Version Release" shall mean the most current software available within a given Stated Version of a Module, notated herein by the
number that follows the Stated Version number and decimal point (e.g., "Grants Network: Research 4.1 ", "GN: Tracking & Reporting 1.2%
etc.).
2) Grant of License.
a) In consideration of Customer's agreement to abide by the terms and conditions of this Agreement, eCivis hereby grants Customer a
nonexclusive, nontransferable, right and license to:
i) permit each Access Holder to access and use the Licensed Modules; and
ii) reproduce, display, distribute, printout, and store information retrieved from the Licensed Modules, whether in electronic or
written form, only for internal use within the Customer organization or entity in connection with Customer's normal business activities.
b) Provided, however, that except as specifically provided in Section 2(a) or elsewhere in this Agreement, neither Customer nor any
Access Holder shall use, reproduce, distribute, store, modify, reuse, rent, sell, lease, sublicense, transfer, or broadcast, in any form,
information from Grants Network (each an "Unauthorized Use"). Customer agrees to take all reasonable steps to protect the information in
Grants Network from any such Unauthorized Use. eCivis reserves all rights not expressly granted to Customer.
c) If Customer participates in any Unauthorized Use of the information from Grants Network or allows access to or use of Grants
Network by individuals who are not Access Holders as defined in Section 1(b) above, eCivis may immediately terminate this Agreement
without refunding Customer any fees and without releasing Customer from any obligations to pay fees pursuant to this Agreement and/or
any other agreement with eCivis, in addition to other remedies eCivis may obtain.
d) Customer also acknowledges and agrees that immediate and irreparable damage will result to eCivis if Customer fails or refuses to
comply with this Section 2 and, notwithstanding any election by eCivis to claim damages from Customer as a result of such failure or
refusal, eCivis may, in addition to any other remedies and damages available, seek an injunction in a court of competent jurisdiction to
restrain any such failure or refusal by Customer to perform or comply with its obligations hereunder.
3) Passwords. Customer agrees to assume sole responsibility for the security of any password(s) issued to each Access Holder. If Customer
believes that someone other than an authorized Access Holder is using any password, Customer must immediately notify eCivis in writing.
4) Fees.
a) Invoiced Sales: eCivis will charge, and the customer agrees to pay, the Fees. Full payment shall be made to eCivis as specified in
page 1, section "Terms and Payments', of this agreement. eCivis will charge the customer a late fee at the rate of 1.5 % per month if
payment is not received within these specified terms. Cancellation of any subscription will not result in any refund or credit of fees already
paid and any additional payments remain due according to pre -determined terms. Subscription fees are charged up -front and no refunds or
credits will be given upon cancellation. Additional fees may apply if the customer decides to re -subscribe at a later date.
b) Online Sales: eCivis will charge the credit card provided, and the customer agrees to pay, the Fees. Cancellation of any subscription
will not result in any refund or credit of fees already paid and any additional payments remain due according to pre -determined terms.
Subscription fees are charged up -front and no refunds or credits will be given upon cancellation. Additional fees may apply if the customer
decides to re -subscribe at a later date.
i) Subscriptions purchased online will automatically renew at the end of the payment term. Customers will be notified by email
seven calendar days prior to charging the account provided and may cancel their auto -renewal by contacting eCivis Client Services at
(877) 232-4847 option 2, up to one business day prior to the auto -renewal date.
ii) As communications regarding online subscriptions will be handled via email, it is the access holder's responsibility to maintain
accurate account information, including valid email contact, in the "My Account" section of Grants Network.
c) In consideration of training services and any other services provided at Client location or locations other than eCivis offices, the
following requirements shall apply:
i) Customer will reimburse eCivis at cost for fees for travel and associated expenses for services provided at Customer location or
locations other than eCivis offices.
ii) Customer and eCivis shall schedule on -site provision of services at least twenty-one (21) days in advance, for any cancellation,
re -scheduling, and/or changes made by Customer within twenty-one (21) days of scheduled service delivery, Customer will be
responsible for 75% cancellation/change fee and 100% of all previously scheduled and unchangeable travel and materials expenses,
billed at cost.
d) For Customers licensing module(s) including Grants Network: Tracking & Reporting:
i) The Peak Grants Level is determined by Customer and eCivis upon inception of the license. The Peak Grants Level is the
maximum number of awarded grant instances within all of Customer's projects ("Grants") with a status other than "closed". For
example, "Peak Grants Level 50" will include up to 50 simultaneous open awarded grant instances throughout Customer's active
projects.
ii) Should the client exceed the Peak Grants Level during the term, overage fees will be calculated as the Per Grant Overage Fee
($1200/year) multiplied by the number of grants over and above the licensed Peak Grants Level. Fees will be pro -rated through the
end of the then -current term. Customer shall pay to eCivis within thirty (30) days notice the lesser of:
(a) the overage fees as calculated above; or
(b) the pro -rated fee for the Peak Grants Level including enough grants to cover Customer's usage according to eCivis' then
current published fees, in which case Customer shall be deemed to have licensed such higher Peak Grants Level for the
rest of the then -current term.
e) eCivis will charge Customer a $200 fee if a scheduled training session is changed within 14 days of mutually agreed upon start date.
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5) Updates.
a) Customer acknowledges and agrees that eCivis is not obligated to, but reserves the right to, provide Customer with any Version
Releases for the Licensed Modules. Any Version Releases furnished to Customer shall be considered part of the Licensed Modules and
shall be licensed to Customer subject to the terms and conditions of this Agreement.
b) Additionally, Customer acknowledges and agrees that only the Stated Versions of the respective Licensed Modules, as recited on the
cover page attached hereto are licensed herein. eCivis is not obligated, but reserves the right, to create new modules, additional releases,
or new services (collectively "New Modules") not specifically outlined herein. Customer has not licensed any such New Modules, however,
Customer may license such New Modules pursuant to a written agreement executed by the parties.
6) Grants Network Access.
a) eCivis shall use commercially reasonable efforts to provide Grants Network with an available up time of 99.0% or greater, twenty-four
(24) hours a day, seven (7) days a week (excepting reasonable and limited downtime due to routine maintenance). In the event that Grants
Network is disabled for any reason for longer than sixty (60) minutes during normal business hours (5 a.m. to 7 p.m. PST), eCivis shall
notify Customer of the existence of such problem. and use all commercially reasonable efforts to restore Grants Network as soon as
reasonably practicable.
b) eCivis shall use commercially reasonable efforts to schedule downtimes for system maintenance during non -business hours (after 7
p.m. and before 5 a.m. PST) and notify Customer at least twenty-four (24) hours in advance of such scheduled downtimes. Customer,
however, shall be responsible for preparing for scheduled downtimes by retrieving any necessary data, including without limitation
Customer Data (as defined in Section 7 below), which may not be available during the downtime.
7) Proprietary Protection.
a) As between Customer and eCivis, eCivis (or eCivis' third -party supplier if applicable) shall be the sole owner(s) of all right, title, and
interest in and to any and all information in Grants Network that is provided to or accessed by Customer pursuant to this Agreement,
including but not limited to any adaptations or copies thereof and any intellectual property rights embodied therein. The information in
Grants Network is subject to protection under U.S. and foreign copyright and patent laws. Except as expressly provided for in this
Agreement, nothing herein shall be construed as conferring any license or other rights, by implication, estoppel, or otherwise, under any
copyrights, patents, or proprietary information of eCivis.
b) It is eCivis' practice to place copyright notices and/or other proprietary legends in report forms and data provided to Customers.
Customer, including each Access Holder of Customer, shall provide for the reproduction of such notices and legends in the form and
manner in which they appear.
8) Customer Data.
a) As between Customer and eCivis, Customer shall be the sole owner of all right, title, and interest in and to any and all information
input by Customer into. Grants Network ("Customer Data"), including but not limited to any adaptations or copies thereof and any intellectual
property rights embodied therein. Except as expressly granted in this Agreement, nothing herein grants or shall be construed as conferring
any license or other rights, by implication, estoppel, or otherwise, under any copyrights or proprietary information of Customer.
b) Customer shall be responsible for ensuring that the Customer Data is uncorrupted. eCivis shall not be responsible for Customer Data
that was corrupted upon input into Grants Network.
c) Customer shall be responsible for determining whether Grants Network produces the desired results. Customer is responsible for
adopting reasonable measures to limit its exposure with respect to potential losses and damages arising from use, nonuse, interruption,
delay, errors, or omissions of or in Grants Network, or the results thereof, including without limitation examination and confirmation of data
prior to use thereof, and identification and correction of errors and omissions.
d) eCivis shall use commercially reasonable efforts to back-up and store Customer Data, however, Customer shall be responsible for
maintaining its own locally accessible versions of Customer Data.
e) eCivis shall use commercially reasonable efforts to protect the security and privacy of Customer Data. eCivis shall have access to
data, user settings, information, and metadata within Customer Data for the purposes of providing support, research, customer assistance,
development, or other purposes as determined by eCivis.
f) Credit Card Data: eCivis partners with OpSource Billing for all credit card payments. OpSource Billing ensures that all cardholder data
is stored securely in an encrypted format. Cardholder data is used solely for billing for the eCivis service and is not used for any other
purpose. No credit card data is captured or stored in eCivis systems, but is solely managed through OpSource Billing. OpSource Billing has
been certified to the highest level of security, Level 1, as defined by PCI DSS (Payment Card Industry Data Security Standard).
9) Access to Customer Data.
a) During the term of this Agreement, Customer may request in writing copies of Customer Data from eCivis. eCivis shall provide
Customer with such Customer Data in a format determined by eCivis and upon payment of a fee as determined by eCivis from time to time.
b) eCivis shall not have any obligation to maintain or provide access to Customer Data after termination of this Agreement.
10) Help Desk. eCivis shall maintain a help desk to provide technical assistance regarding access to and use of Grants Network. Such
telephone assistance shall be available Monday through Friday from 9 a.m. to 5 p.m. PST, subject to planned or uncontrolled interruptions, and
excluding eCivis holidays. The help desk may also receive reports of technical difficulties associated with the eCivis Internet site. Such
assistance and any training provided by eCivis are intended to relate to technical aspects of use of the eCivis Internet site and Grants Network.
eCivis does not hold itself out as providingg ex�pert computer advice and does not give personalized grant advice.
Customer's Duty to Indemnify Customer agrees to n emn_i and hold eCivis, its managers, members, officers, employees, harmless
( ,I from and against any loss, claim, demand, cause of action, judgment, proceeding, debt liability, damage, cost, or expense (including court costs
r/ and attorney fees) incurred as a result of Customer's use or nonuse of Grants Network.
12) eCivis Duty to Indemnify. If a third party claims that any use of Grants Network or the information provided therein (other than Customer
Data) infringes any U.S. patent, copyright, or trade secret, eCivis will defend and hold harmless Customer and Customer's Access Holders
against such claim at eCivis' expense, provided that Customer: (a) notifies eCivis in writing within fifteen (15) business days of being advised of
the claim; and (b) allows eCivis to control, and cooperates with eCivis in, the defense of such claim and any related settlement negotiations. If
such a claim is made or appears possible, eCivis may, in its sole discretion: (a) secure for Customer the right to continue to use Grants Network;
(b) modify or replace the information in Grants Network with equivalent, non -infringing information; or (c) terminate this Agreement. THIS
PARAGRAPH STATES eCIVIS' ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
13) Limitations. eCivis shall employ due care and attention in obtaining and maintaining the information in Grants Network. Customer
acknowledges, however, that any collection and compilation of data entails the potential for human and machine errors, omissions, delays,
interruptions, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Accordingly, Customer
acknowledges and agrees that THE INFORMATION FROM OR THROUGH GRANTS NETWORK IS PROVIDED "AS -IS," "AS AVAILABLE,"
AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY
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IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT). eCIVIS'
SOLE AND ENTIRE LIABILITY FOR ANY INACCURATE INFORMATION, FOR ANY REASON, AND CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY FOR ANY CAUSE WHATSOEVER, OTHER THAN STATED IN SECTION 11 HEREOF, SHALL BE LIMITED TO THE AMOUNT
PAID BY THE CUSTOMER FOR THE INFORMATION RECEIVED (IF ANY). IN NO EVENT SHALL eCIVIS BE LIABLE FOR ANY DIRECT,
INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LITIGATION, OR THE LIKE, ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE GRANTS NETWORK PROGRAM, THE DELAY OR
INABILITY TO USE THIS eCIVIS SITE, OR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES THAT ARE OBTAINED OR
ACCESSED FROM GRANTS NETWORK, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN eCIVIS AND CUSTOMER. eCIVIS WOULD NOT PROVIDE GRANTS NETWORK WITHOUT SUCH LIMITATIONS. SOME OF
THE INFORMATION IN GRANTS NETWORK IS PROVIDED BY THIRD PARTIES. THEREFORE, eCIVIS DOES NOT REPRESENT OR
WARRANT THAT THE INFORMATION IS ERROR -FREE, PROBLEM -FREE, OR WITHOUT OTHER LIMITATIONS. NO
REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, AVAILABILITY,
RELIABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR APPLICABILITY OF ANY OF THE INFORMATION PROVIDED IN GRANTS
NETWORK.
Customer further acknowledges and agrees that: (a) eCivis is not a grant -writing firm; (b) eCivis does not warrant or represent that use of Grants
Network will result in any grant acquisition; and (c) Grants Network may not include all available federal and state grants or all potential data on
the grants provided. Customer agrees to always read the full original grant notice provided.
14) Default. If Customer breaches or defaults with respect to any terms or provision of this Agreement or any other agreement with eCivis, and
fails to cure the same within fifteen (15) after written notice thereof, eCivis may, in its sole discretion, terminate this Agreement. eCivis reserves
the right, with or without notice, to suspend access to and/or use of Grants Network in the event of any Unauthorized Use, or any Customer
delinquency, breach, or default under this Agreement, and delete all Customer Data, personal information and settings associated with an
Access Holder during such suspension, in which case such Customer Data, personal information and settings will be unrecoverable.
15) Force Maieure. eCivis shall not be liable or be deemed to be in default for any delay or failure in performance or interruption resulting
directly or indirectly from any cause or circumstance beyond the reasonable control of eCivis, including, but not limited to, equipment or
telecommunications failure, labor dispute, accident, flood, other natural disaster, embargo, war, terrorism, order or interference by civil or military
authorities, whether legal or defacto, or failure of any third party to perform any agreement with eCivis that adversely affects eCivis' ability to
perform its obligations hereunder.
16) Assignment. This Agreement shall bind and inure to the benefit of eCivis and Customer, and their permitted successors and assigns.
eCivis shall have the right to assign or otherwise transfer its rights or obligations under this Agreement whether by contract or operation of law
without Customer's consent. Customer shall not have the right to assign, by contract, operation of law or otherwise, this Agreement or any of
the rights, interests, or obligations hereunder without the prior written consent of eCivis. A successor in interest by merger, operation of law or
purchase of the assets or entire business of Customer or otherwise shall not acquire all or any portion of Customer's interests hereunder without
the prior written consent of eCivis.
17) Entire Agreement; Amendment. This Agreement constitutes the entire and exclusive agreement between eCivis and Customer with
respect to the subject matter hereof and supersedes and cancels all previous agreements and understandings, whether in oral or in writing, with
respect to such subject matter, and may not be amended, altered, or modified except by a written agreement executed by duly authorized
representatives of the parties hereto.
18) Waiver. The failure of either eCivis or Customer at any time or times to require performance of any provision hereof shall in no manner
affect the right of such party at a later time to enforce the same. No waiver by any party hereto of any condition, or the breach of any provision,
term, covenant, representation, or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any other provision, term,
representation, or warranty of this Agreement.
C0..e240O
19) Governing Law. This Agreement shall be governed by and interpreted under the laws of the state of Ga4fernia; without reference.to
conflict of laws principles. Ex . pt as provided in S ction 2(d) of thisgreem t, each pa y her o consents o the elusive urisd �tion f y
i fier
the Sup rior ourt of Lo eles Count , Califo ia, or the United tes istrict Court t Central Distri o alifornia f rposany
actionbr ht under or a e result of a bre of this Agreement, and ch party waives objection there .The parties h t, eaher
cosen nd ree that eve a of any acti der or as a result of b ch of this ree nt shall be ope n either o the aboved
cou and theV each waive any objection th reto.
20) Independent Status of Parties. Nothing in this Agreement may be construed to constitute either party hereto as agent for, or partner of,
the other party hereto. Neither party hereto has the right to bind the other party hereto, transact any business in the name or on behalf of the
other party in any manner or form, or to make any promise or representation on behalf of the other party hereto.
21) Severability. In the event that any provision of this Agreement is, becomes, or is declared by a court of competent jurisdiction to be illegal,
unenforceable, or void, this Agreement shall continue in full force and effect without such provision; provided, however, the parties shall
negotiate in good faith to replace any ineffective, unenforceable or illegal provision with an effective replacement as soon as practical, such that
the economic effect of this Agreement, as between eCivis and Customer, remains the same or as nearly the same as possible.
22) Attorneys' Fees. If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the
performance by any party to this Agreement of its obligations under this Agreement, the prevailing party shall recover all of such party's
reasonable attorneys' fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions
wherefrom.
[Signatures provided on cover page of this Agreement or via acceptance of these terms as part of an online purchase]
eCivis Contract v200708O3 Document1