HomeMy WebLinkAbout06013 - ECIVIS GRANTS NETWORK MASTER LICENSE AGR Kathie Hart
From: Geoffrey Kiehl
Sent: Wednesday,June 22, 2016 5:05 PM
To: Kathie Hart
Cc: Ariana Muniz
Subject: Re: A6013-eCivis
Yes, please close. \�
Thank you,
Jeff
Sent from my iPhone
On Jun 22, 2016, at 4:11 PM, Kathie Hart<Kathie.Hart@palmsprings-ca.aov>wrote:
Jeff/Ariana:
This agreement is for Grants Network Master License, and our records shows it expired in 2011.
OK to close this agreement file?
1%�Rthte
Kathie Hart, MMC
Chief Deputy City Clerk
City of Palm Springs _ (760)323-8206
3200 E. Tahquitz Canyon Way e (760) 322-8332
Palm Springs,CA 92262 2<; Kathie.Hart@PalmSpringsCA.gov
City Hall is open 8 am to 6 pm, Monday through Thursday, and closed on Fridays.
From: Cindy Cairns
Sent: Wednesday, June 22, 2016 4:08 PM
To: Kathie Hart
Subject: RE: A6013 - eCivis
No problemo ... I do recall working with Diana. Finance was the lead department. I processed their
invoices, which I think were paid back in 2010. Ariana should have an eCivis file.
From: Kathie Hart
Sent: Wednesday, June 22, 2016 4:00 PM
To: Cindy Cairns
Subject: FW: A6013 - eCivis
May I ask you to take a trip down memory lane?
Do you remember working with Diana Shay on this software?
By chance, do you know who the lead department is on this?
From: Cathy Van Horn
Sent: Wednesday, June 22, 2016 1:56 PM
To: Kathie Hart
Cc: Lauri Aylaian; Jay Thompson
Subject: RE: A6013 - eCivis
Hello Kathi,
t
Page 1 of 3
1
eCIVIS
l l l roar tools for grants saccass.^ GRANTS NETWORK MASTER LICENSE AND SERVICE AGREEMENT
Date 8/11/2010
Contract No. 3235
This Agreement is made by and between:
eCivis, Inc.,a Delaware corporation("eCivis") and City of Palm Springs,CA("Customer")
3452 East Foothill Blvd,Floor 9 3200 E Tahquitz Way
Pasadena,CA 91107 Palm Springs,CA 92262
Fax:(626)628-3232 Phone:(760)322-8350
Sales Contact: Principal Contact and Master Access Holder:
Jennifer Hill David Ready,City Manager
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:Tracking&Reporting-5 User Licenses Grants Management and Reporting 1 $10,800.00 $10,800.00
GN:Research-5 User Licenses Federal,State(If avallable),&Foundation 1 $9,000,00 $9,000.00
GN:KnowledgeBase-5 User Licenses Courses,Subject Briefs,Project Trends 1 $1,800.00 $1,800,00
Product Sub-Total $21,600.00
GN:Product Training Onsite Training 1 $3,000.00 $3,000.00
Product Tralning Discount 1 ($3,000.00) ($3,000.00)
Services Sub-Total $0.00
Additional Discount ($671.00)
Bundled Product Discount ($4,320,00)
Incentive Discount ($3,110.
TOTAL PRICE $13,499.00
Subscription Period(s)and Payment Terms
The Subscription Period of this Agreement will conclude 8/31/2011.Payment is due net 30 days from invoice date.
Cycle 1: 9/01/2010 through 8/31/2011 for a price of$13,499
PRICE IS ONLY VALID IF CONTRACT IS SIGNED ON OR BEFORE: August 31,2010,
Renewal Terris-Additional extension of this agreement will occur as follows:
This agreement will be eligible for renewal for extended pperiods through a mutually agreed upon purchasing vehicle executed before
the expiration of the subscription period 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: Accepted By:
i of Palm Springs, CA eCivis, Inc.
By: By:
(Authorized Signetur (Authorized Signature)
Nam /4,-*" ;.y.Q Name: Sergio Del Olmo
(type or print) do, (type or print)
Title: Title: Director of Sales&Services
Date: Date:
O Send invoice to(if different than address above):
Not to EXCeed $ �/7,7 A a
Without The Express Written
Authorization Of The City
Manager
Page 2 of 3
Terms&Conditions
1) Definitions. (a)"Customer"shall mean the end-user customer organization,entity,or individual executing this Agreement. (b)"Access Holder"
shall mean each individual who have been supplied usernames and passwords, and 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,then"Access Holder"also means each individual who is an employee of an approved non-profit organization.(c)"Grants
Network" shall mean the purchased Products and Services as listed on page 1 of this agreement. (d) "Licensed Modules" shall mean the
Modules that are licensed by Customer as listed on page 1 of this agreement.
2) License. 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 permit each Access Holder to access and use the Licensed Modules; and 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.
3) Restrictions. Neither Customer nor any Access Holder shall 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. 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, eCivis may
terminate this Agreement without refund.
4) Fees and Payment.Customer shall pay all fees as specified in page 1 of this agreement.Fees are based on products and services purchased
and not actual usage of Grants Network. Payments are non-cancelable and non-refundable. (a) Invoice and payments are due as defined on
page 1 of this agreement. (b) Overdue charges of 1.5% of outstanding balance per month may be applied at eCivis' discretion. (c) Unless
otherwise stated by law, fees do not include any taxes, levies, duties or similar governmental assessments of any nature assessable by any
local,state,or federal jurisdiction.
5) Access. eCivis shall use commercially reasonable efforts to provide Grants Network 24 hours a day, 7 days a week, except for planned
downtime due to routine maintenance or in the event that Grants Network is disabled for any reason beyond the control of eCivis, including
without limitation,acts of God,acts of government, natural or manmade disasters, or Internet service failures or delays.All reasonable efforts
will be attempted to restore Grants Network as soon as practical.Customer acknowledges and agrees that eCivis is not obligated,but reserves
the right,to make periodic updates to Grants Network.
6) Proprietary Protection and Rights.eCivis reserves all rights,title,interests in and to Grants Network that is provided to or accessed by_Customer
pursuant to this Agreement, including but not limited to any adaptations or copies and/or any intellectual property rights. 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 in any part of the terms and conditions shall be construed as conferring any license or other rights, by implication, estoppel, or
otherwise,under any copyrights,patents,or proprietary information of eCivis.
7) Customer Data.As between Customer and eCivis,Customer exclusively owns all rights,title,and interest in and to data inputted by Customer.
8) Confidentiality. Customer and eCivis agree not to disclose Confidential Information without prior written consent from either party.Confidential
Information in regards to eCivis includes without limitation:(a)all eCivis software,technology,programming,specifications,materials,guidelines
and documentation relating to Grants Network;(b)pricing or other statistics relating to Propriety Protection provided to Customer by eCivis;and
(c)any other information designated in writing by eCivis as"Confidential."Confidential Information in regards to Customer,without limiting the
above, includes Customer Data as noted above. However, Confidential Information will not include information that is or becomes generally
known to the public without breach of any obligation to either party.
9) Mutual Indemnification. eCivis' agrees to indemnify Customer against any claim that use of Grants Network or the information provided in
Grants Network,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)promptly notifies eCivis in writing within 15
business days of claim; (b) allows eCivis sole control of the defense of claim and any related settlement negotiations; and, (c) Customer
provides all reasonable assistance at eCivis'expense. 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. Customer agrees to indemnify and hold eCivis, its managers, members, officers, employees,
harmless from and against any loss,claim,demand,cause of action,judgment,proceeding,debt liability,damage,cost,or expense(including
court costs and attorney fees)incurred as a result of Customer's use or nonuse of Grants Network.
10) 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
Page 3 of 3
implied, are disclaimed. eCivis' sole and entire liability for any inaccurate information, for any reason, and Customer's sole and exclusive
remedy for any cause,other than stated in this agreement,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 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 Grant Network program,the
delay or inability to use this eCivis site,or any information,software,products,or services that are obtained of 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 stated above are fundamental elements of the basis of the agreement 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.Customer further acknowledges and agrees that eCivis is not a,grant-writing firm;eCivis does not warrant or represent that use
of Grants Network will result in any grant acquisition;and,Grants Network may not include all available federal and state grants or all potential
data on the grants provided.
11) Default.eCivis may terminate this agreement if Customer breaches or defaults with respect to any terms or conditions of this agreement,and
fails to cure the same within 15 days after written notice is provided. 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
without guarantee of Customer Data or settings.
12) Assignment. Neither party may assign any of its rights or obligation as expressed in this agreement without prior written consent of the other
party. Notwithstanding the foregoing,either Customer or eCivis may assign this agreement in its entirety,without consent of the other party, a
successor in interest by merger,acquisition, corporate reorganization, or operation of law or purchase of the assets or entire business of the
other party.This agreement shall bind and inure to the benefit of either Customer or eCivis,their respective successors,and permitted assigns.
13) Entire Agreement.This Agreement constitutes the entire and exclusive agreement between Customer and eCivis with respect to the terms and
conditions and supersedes and cancels all previous agreements and understandings,whether in oral or in writing,and may not be amended,
altered,or modified except by a written agreement executed by duly authorized representatives of the parties.
14) Waiver. No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right. Other than as
expressly stated in this agreement,the remedies provided within this agreement are in addition to,and not exclusive of,any other remedies of a
party at law or in equity,
15) Independent Status of Parties. Neither party has the right to bind the other party,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.
16) Governing Law,This agreement shall be governed by and interpreted under the laws of the state of California,without reference to conflict of
laws principles. Each party consents to the exclusive jurisdiction of either the Superior Court of Los Angeles County, California, or the United
States District Court for the Central District of California for purposes of any action brought under or as the result of a breach of this agreement.
17) Severabilit . 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.
18) 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.
[Signatures provided on cover page of this Agreement or via acceptance of these terms as part of an online purchase]