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Item C27BOARD OF COUNTY COMMISSIONERS A!ggN! L TE M . 2 UNI !gffl y Meetin Date: January .1 8. ?g l g Division: Bulk Item: Yes ❑ Na Z Department: Gr Staff Contact Person: Lisp Tenn AGENDA ITEM WORDING: Approval of one year contract with eC* is Grants Network to assist Monroe Count with g rant research and g rants mana ITEM BACKGROUND: eCivis Is a web-based grants mana pro that provides an extensive database of grant fundin opportunities and a trackin and reportin s As a tool, this s will provide a County-level centralized view of grants in all departments, and can be tailored to Monroe Count or structure and g rants approval process The service also includes a dedicated client support associate for all questions, trainin and technical support. The current agreement Includes 3 user licenses, the minimum re If we find the pro services worthwhile, we can increase the number of licenses an time durin the contract period. Back-up, includin the copy of the agreement, is attached. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval .................. TOTAL COST: $.100. COST TO COUNTY: $12.5 QQ REVENUE PRODUCING: Yes 0 No N SOURCE OF FUNDS: .gd valorem AMOUNT PER MONTH T r-jl% APPROVED BY-GCOUNTY ATT OMB/PURCHASING C1 RISK MANAGEMENT DOCUMENTATION: INCLUDED: 0 NOT REQUIRED: [] DISPOSITION. AGENDA ITEM #0 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ------------ CONTRACT SUMMARY I Contract with: e0vis Grants Network Effective Date: Februar 1, 2012 Expiration Date: Januar 31, 2013 Contract Purpose /Description: Approval of one year contract with e0vis Grants Network to assist Monroe Count with grant research and grants mana Contract Mana Lisa Tennyson (Name) for BOCC meeting on 1/18/2012 (Ext.) ends Deadline: -QMB/GrAnts MotA. (Department 2012 wmwmw� CONTRACT CosT Total Dollar Value of Contract: M $12s500-01 Current Year Portion: 12, 500.00 Budgeted? Yes X No Account Codes: Grant: $ 0 Count Match: $0 ADDITIONAL COSTS ----------- ON ---- ---- - - CONTRACT REVIEW Date In Division Director Risk Manage! ent 0-M.B./Purd. asin Count Attorne Comments: Chan Needed No Review&%Nw YesEl [] Yes[ l No 77 Yes[:] No[:] Yes[:] No(Z OMB Form Revised Q/1 11 Q --- C; Mf'%o *0) Date Out -1 Revised 2/95 Irr -'s, 'ald i ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT DEft 12l2812011 This Agreement Is made by and between: Cflntrec# No. 439 e0vis, Inc., a Dftware corporation (" eChftw) and County of Monroe, FL ( "Cua 41 N. Fair Oaks Ave. 1100 Si nonton Street #301 Pasadena CA Key wee Ft 33040 3 232 Sales 23 Fax: Phone: (39,) 2 44 92.44 � ont act: Contact: Sarah Baldwin Prins COntect s Master Access Holdr; e Usa � nd nhm, Grants Administrator This Agreement, and the Exhibits attached hereto, set forth the businesa relatlonahip between the parties and the t under which the foibwhV products are Ilcensed and services are provided to Customer, and su Pa e+ma and cvr�ditiane between eChft and Customer, pemedes all previous agreements hYMak&balkn• 31Joffom ra to Gunfisson�. I . of I M, I , . WOW�c TO T AL MOM I siz.soot�a Periods} and Paynwt Terms The► Period of this AWWWt WIN cnndude 1131 12013. Payment is due net in awodwxe with the LvcsM Cycle 1: PmnP't PeyR►er*t Art. 2!0112012 tt migh 113112013 for a price of S 12.500.00 PRICE IS ONLY VALID IF AGREEMENT iS SIGNED ON OR BEFORE; January V, M12. This agreemad vviH be eligibi■ for ranvwai for extended periods through a mutiny geed upon � vehdcle execu � of the subso�,ption period listed above. o['��uoaantees are made as to rats nn�� #ed before a0reecr�ent. P vehicles executed altar the term , �, Or indudsd sarviaes within this services provided, date of this ors subact to then- currerq re�iaii rates a A=gAod By. County of Moruoe FL ■AWOtwd SWalwqi (Vin or 11:AnQ 7ikk Accepted By. eCivt, ire EV 7r Aavdw s Mann (tim or ifx) Tift vice DOW Daim 0 Send invoice to (!f different then addrvas above): A a lp t AN i G N I'Y Y Dalr �-i Page 2 of 7 eCMs Master Subscription and Service Agrewnent THIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT("AGREEMENT ") GOVERNS YOUR ACQUISTION AND USE OF ALL OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOAC INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "'YOUR" SHALL. REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WiTH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their avallatiIfty, perfdrmance or functionality, or for any other berms narking ar competitive u P rposes. This Agraernent was last updated on September 30, 2011 a It is effective between You and Us as of the date of You accept this Agreement. Ag r Table of Contents 1. Definitions 2. Purchased Services 3, Use of Service 4. Professional Servic Cooperation. Delays 5. Fees and Payment Farr Pure Services 6. Proprietary Rights 7. Confkfentla#ity 8. Warranties and Disclaimers g, Witter Indemnification 10. Limitation of t,.i&I ty 1 1. Term and Termination 12. Governing Law and j 13. Gen" Provisi" 1, DEFINITIONS "Affiliate" miens any entity which directly or indirectly ontrols, is controll y by, or is under won control with the subject entity, "Control,* for Purposes of this definite, means direct or indirect owmrsHp or cvnW of more than 50% of the voting interests of the subject #sect entity. "Malicious Code's means viruses, warms, time bombs, Trojan horses and other harmful or malicious code, #oleo �€ = lam, agents or programs. o Pr^ofessional Services" means work performed by Us for You by Our Grants Professional Services division Purchase Order. Such work shad include, but not limited to, Grant Writing, Peer Review andfor Train under this Agreement or any relevant Training services. "Pined Services" means Services that You or Your Affiliates use under this Agreement for Grants NartmrkT IV# or Nvnprnf#t One- S#flpTl, Page 3d7 "Services" means the products and services that are ordered by You and made available by Us online via the customer login lints at http;ilwww.ecivis. and/or other web pages designated by Us. "Users" means individuals who are authorized by You to use the Services, and who have been supplied user identifications and passwords by You (or by Us at Your reques Users are limited to Your employees. Non employees such as Consultants, cwWw ors and agents, and third party with whom You transact business may not be granted arms. "We,* Ve or "Our" means eCivis, a Delaware corporation described in Section 1 3 (Who You Are Contracting Kith, Notices, Govern Law and Jurisdiction), "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services. 2. PURCHASED SERVICES 2. 1, Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and any relevant Purchase Order during s subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dent an any oral or written public comments made by Us regarding future functionality or features. 2.2. User Subscriptions. Unless otherwise specified in writing, (I) Services are purchased as User subscriptions and may be amassed by no more than the specified number of Users, € 0 additiOnal User* subscriptions may be added during the applicable subscAPtion term at the same pricing as that of the pre - existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additi User subscriptions are added, and (Iii) the added User subscriptions shall terminate on the same date as the pre- existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. 3. USE OF THE SERVICES 3.1. Our Responsibilities. We shed/: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support If purchased separately, (il) use commercialty reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for. (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, fads, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems ( other than those involving Our employees Internet service provider failures or delays, or denial of service attacks, and (10) provide the Purchased Services only I accordance with applicable laws and government regulations, 32. Our Protection of Your Data. We shall maintain appropriate administra bve, physical, and technical safeguards for protection of the security conlfdentiali � integrity egrity of Your Data. We shall not (a) modify Your Cate, €bj disclose Your Data except as compelled by taw in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted In writing by You. or (c) access Your Data except to provide the Services and revent support matters or address service or technical problems, or at Your request In connection with customer P , 3.3. Your Responsibilities. Your Resporsibill1i0s. You shall (I) be responsible for Users' compliance with this Agreernenit, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (lit) use commercially reasonable efforts to went unauthorized access to or use of the Services, and notify Us Promptly of any such unauthorized access or use, and (iv) use the Services only accordance with the user guide and applicable laws and in g PP government regulations. You shalt not €a) make the Services available to anyone other than Users, (b) selk resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or oftw r Mse unlawful or tortious material, or to store or transmit material In violation of third -party privacy rights, (d) use the Services to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Services or third -party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systerns or networks. 3.4, Usage Limitations. Services may be subjed to other limitations, such as, for example, limits on the number of grants that can be man in Our Grants Netwt(kTM Tracking . Re � g Ping product, on the number of grant applications, pow reviews and/or trainings provided by Us. Any such limitations are specified in the signature page of this Agreement. 4. PROFESSIONAL SERVICES, COOPERATION: DELAYS 4.1. Should this Agreement include Our Professional Services, each party agrees to cooperate reasonably and In good faith with the other in the 4PV— 7 performance of such Professional Services and acknowledges that delays may otherwise result. You agree to provide, or provide access to, the fallowing as needed, and when applicable, for services that require Us to be at Your location: office workspace, telephone and other fGK*ities, suitably configured computer equipment with Internet access, complete and accurate informafi on and data from Your employees and alerts, continuous administrative access to its eclvis om account, coordination of onsite, online and telephonic meetings, and ether resources as reasonably necessary for satisfactory and timely performance of the Professional Sues. 4.2. Each party agrees its respective employees and dents will reasonably and in good faith cooperate with each Other in a professional and bus manner in the performance of their duties under this Agreement. Either party may suspend performance hereunder immediately upo written notice should the ether party's em ployees or agents fail to act accordingly. 4.3. It is understood by You that delays in providing material or information resulting in missed grant application deadlines does not constitute non- delivery of grant writing services by Us, We shall provide a reasonable timeline to ensure the dernrery of Our Granting Writing services. 5. FEES AND PAYMENT FOR PURCHASED SERVICES 5.1. Fees. You shall pay all fees specified under this Agreement. Except as otherwise specified herein, (i) fees area based on services purchased, not actual usage of Purchased Serves, (ii) payment obligations are roan cancelable and fees paid are nonwrefundable, ark (ii#} the number of User subscriptions purchased cannot be decreased during the relevant subscription term, 5.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or pay by check. if You a credit card information to Us, You authorize Us to charge such credit cared for all Servers listed under this agreement for the Initial su su scnption tern and any renewal subscription term(s) as set Ruth in Section 11.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated under this Agreement. Unless otherwise stated in this charge(s) are due net 3t3 days fern invoices date. Corn shall Agr invoice County pay pursuant to the local Prompt Payment Act. FS. 218.70. You are responsible for providing complete and ,accurate bilUng and contact information to Us and notifying Us of any chang to such Info 5.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion. (a) such urges may ague late int erest as set forth in the Local Prompt Payment Act, FS. 218.74. 5.4. Suspension of Service and Acceleration. if any amount owing by You under the #tea# Prompt Payment Act for Our services is or more d overdue for 10 or more days overdue in the case of amounts Ytu,i have authonid Us to charge to Your credit card ), We May, witho limiting �r other rights and rerned#es, suspend Our services to You until such mounts are p aid i full. We will give You at least 7 d cu Y ant is overdue. prior notice th e our 5.5. Taxes. Unless otherwise stated, Our fees do not Include any taxes, levies, duties or similar governmental assessments of an net but not limited to va#ue�- added. sales, use or withho#tti taxes, Y ure, including rig assessable by any local, state, provinces,# feral or foreign jurisdiction (collectively, "Taxes " ). You are responsible for paying all Taxes associated with Your Purchases hereunder. If We have the legal obligation to or T for which You are responsible under this � pay co#hi�ct axes Paragraph, the appropriate amount shall be invoiced to and pail by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible far taxes assessable a an Our income, property and em !sa gainst it based p yees. The County as a political division of the state of Florida is tax exempt. B. PROPRIETARY RI GHTS 8.1. Reservation of Rights in Serves. Su bect to the limited rights expressly granted hereunder, We reserve all 'his title a Services, including a related intellect � 9 � � and interest �n and to the Party rights No rights are ranted to You hereunder other than as expressly set forth herein. 8 .2. Pestrictlons. You shall not {i} permit any third party to mess the Services except as permitted herein or in an i Ord F works based on the Services except as authorised herein, ii �' arm, {ti} create derivate framing on Your own intranets or otherwise for Your �. ,} �R frame � mirror any part or content of the Services, rather than copying or own internal business purposes, {iv reverse engineer the Services, or (v) access the Services in order to (a) build a campettive product or service, or (b) copy any features, functions or graphics of the Serves. 8.3. Your Applications and Code. If Yoe. a third party acting on Your behalf, or a User creates applications or program authorize Us to bast, code using the Services, You copy, transmit, display and adapt such applications and program code, solely as necessary far US to provide tl� Services in a=rdance with this Agreement. Subject to the above, We acquire no right, titre � interest faun Ycru yr Your lioens+cos an intellectual under this Agreement in or to such applications or program code, including Y property rights therein. 8.4. Your Data. Subject to the limited rights granted b You hereunder, ItVe Y acquire no sight, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein, llr. Page 5 of 7 8.5. Suggestions. We shall have a myaRy - free, woridwide, irrevocable, Perpetual license to use and incorporate into the Services enhancement requests, recomrrte�at�rts Or ether' fe�iback any' Suggestions, provided by You, including Users, relating to the Operation of the Services. 7. CONFIDENTIALITY The Wowing is subject to the prcrvislons of Chapter 119, Ronda SAutes„ 7.1. Definition of Confidential InfiDrnabnn. As used herein, "Confidential Information" means an cOnfldOntial 1nf0nTQ v d ("Disclosing Party) tO the other party ("Receiving P8V), whether orally car in writing, that is designated as confide isclo� by a paw understood to be confidential given the nature of the Information aril the circrostances of disclosure. Y antlal yr that reasonably shouid be Your Data, Our Confidential lnfvmnatiQn shall include the Services; and Confidential lnf+omlatioxt of e � Confidential Informatu� efts!! include of Processes this Agreement, as well as business and marketing plans, td�tt� and technical irtf vrmatcrur►, product plans and designs, and business � party shad include the terims and conditions by such party. However, Confidential Information o S € than Your Data) shall net include any information that €#} is or beccaimeg generally known to the pubfi c wit breach of any obligation owed to the Disclosing Party, (IQ wag known to the the Di Receiving a disclosure by the Disclosing Party without breach of any Obligation Owed to the Pa n9 � fir" to its any obligation aged t4 the Disclosing Pe � Party, �Ii1} is received from a third party without breach of cng rty, or €iv} was independently developed by the Receiving Party. 7.2. Protection of Confidential Information, The Receiving Party shall use the some degree of care that it uses to dot confidential Information of like kind (but in no event less thin reasonable onable care) (1) not to use a Confidential In � the crrnftden�ality of its own any Pulse o the scope of this Agreement, and (I#) except as otherwise authorized the Disclosing matnon of the Disclosing Party for Confide Information of the Disclosing p► Party in writing, to limit &=ess t rig arty to those of its and its Affiliates' employ1es. contractors and amts who need such aces for Purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving P contann ststringent Chart those herein. Neither party shaft disclose the terms of this Party g protections no Less without then voter Agreement other then its Affil #etas and their � counsel and accountants Party`s prier written consent. 7.3. Compelled Disclosure. The Receiving Party may disclose Confidential lnkwmation Of the Disclosing P provided the Receiving Party gives the Discl ©s# P g a�]► if it is Compelled by law to do so, rig arty prior notice of such compelled disclosure (toy the extent legally permitted) and reasona assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving a i disclose the Disclosing Party's Confidential ln�rmatinn as g � s compelled by law to not contesting the disclosure, the Disclosing Pa will � of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party �r reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Inforrmation, We agree to alow and permit responsible access to, and inspection of all documents, sub jed�t to Chapter 11 g, F.S. and ma ch ate# r1 the +Gaon papers, or other materials in its Possession or under its ocmtra# by County in cOnjunctlo�r� with this corttract, The County has the right to urti #atera!!y cancel this contract upon violation of this provision. 8. WARRANTIES AND DISCLAIMERS 8.1. Our War ties. We warrant that (I) We have validly entered into this Agreement and have the leg ,� � pcurr to de so, (ir) the Services shalt be Performed materially in accordance with this Agreement, (10) We will not transmit Malicious Code to You, , Vv) if You or a U� u�oads a file containing Ma# #cidws Core into the Services and later downloads that � is net a breach of this subpart breach of a warrant above, Your exclusive rorn that file containing Malicious Code, For any Y remedy shad be as provided In Section 11.3 (Termination far Cause} be #taw. 82 Your Warrantf. You wan and that You have validly entered into this Agreement and have the l egal 5,3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY `MAR EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS RANTIES OF ANY KIND, WHETHER WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE IMPLIED WARRANTIES, INCLUDING LAW. HE MAXIMUM EXTENT PERAAlTTi =i7 av g. MUTUAL INDEMNIFICATION 9.1. ! ndemnificabon by Us. We Shall defend You against any claim, demand, suit, Or proceeding mad alleging that the use Of the Services as permitted hereunder infringes Or misappropriates g e Or brought against You by a third party Against Yvull, and shall indemnify You fd any damages alto f � opnates the inte##ectual property rights of a third party €a "Claim paid g ey fe es and cuts finally awarded against You as a result of, and for amounts by You under acourt- approved settlement of a Claim Against YOU; provided that You (a) om Against You; (b) gyve Us so le control of the defense and settlement of the Claim Agains } P PAY give Us written notice of the Claim You unless the settlement unconditionally releases You of all liabilit st You (Provided that We may not settle an Cla im Against event of a Claim �►} and € c } Provide to Us all reasonable assistance, at Our expense In the Against You, or if Mlle reasonably believe the Services may infringe or misappropriate, We ma i to You (i) modify the Services so that they no longer infringe or misappropriate, without breachin Y n our discretion and at no cost 01) obtain a license for Your continued use of the Services in accordance with th nee 9 Dun warrant under "Our Warranties* above, Services upon 30 days` written notice and refund to You any A9 ment, or (w) terminate Your User Subscriptions far such effective date of termination. Y Prepaid fees covering the remainder of the term of such User subscriptions after the 9.2. Indemnification by You. Subject to 788.2$, F.S. (sovereign immunity),, You shall defend Us air a or brought against Us by a third p a ny claim, demand, suit or Proceeding made Page 8 of 7 that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intel lectual property rights of a third party or violates applicable law (a nClaim Against Us'), and shall indemnify Us for any damages, attorney fees and costs finall awarded against US as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claire Against Us; provided that We ( a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liabifity); and (c) provide to You all reasonable assistance, at Your expanse. 93. Exclusive Remedy. This Section 8 {Mutual Indemnification} states the indemnifying party's sole liability to, and the indemnlfiied party's exclusive remedy against, the other party for any type of clam described in this Section. 10. LIMITATION OF LIABILITY Pursuant to 788.28, the County'sfYour liability is limited to $200,000 for any claim or judgment with a total not to exceed $300,000 per incident or occurrence 10.1. Limitation of Liability. OUR LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABiLCT"Y} SHALL EXCEED THE LESSER OF $x,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER, THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8 (FEES AND PAYMENT FOR PURCHASED SERVICES). 10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL. CONSEQUENTiAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 11. TERM AND TERMINATION 11.1. Tenn of Agreement, This Agreement commences on the date You accept it and continues until all User subscxiptlams granted as stated I le 1 in accordance with this Agreement have expired or bow terminated. cyc 11.2. Terre of Purchased User Subscriptions. User subscriptions purchased by You commerce on the start date specified under this Teem on term s Ag ant and continue for the subscrip sp ecified herein. 11.3. Termination for Cause. A party may terminate this Agreement for cause: 0) upon 30 days written notice to the other of such breach remains uncured at the expiration of such period, of (ll) if the other �� a material breach if party becomes the subject of a petition in bankruptcy or any other proca0ding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 11 A. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purim Services su 1� a will make availabls to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their nati �rm b form n, After such 30-d period I�IIe shall ha ve no obligation t4 maintain or at. provide any of Your Data and shall thereafter, unless leg all of Your Data in Our systems or otherwise In Our Possession prohibited, delta pogserssicn or under Our control. 11.5. Surviving Provisions. Section 5 (Fees and Payment for Purchas0d Servkss), 8 (Proprietary Rights), 7 (Confidentiality), 8.3 i ! " (Mutual Indemnification 10 (Limitation of Liability), 11.4 (Return of Your Data), 12 (Governing Lave and Jurisdiction a €❑ sc aame g shall survive any termination or expiration of this Agreement } a 13 3 Genera! Pravi ors} 12. GOVERNING LAW AND JURISDICTION 12.1. Agreement shall be governed by and construed and enforced in accordance with the lawns of the State of Florida as i made and performed in such state. In the event that an cause of action or administrative Proceeding roceedl t applies Ica a contract the 1 �a" Judicial Circuit, Monroe County, Florida. This contract shall not be su bject to arbitration. is instituted for this contract, v nue will lie in 13. GENERAL PROVISIONS 13.1. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, Payment, ift or thin employees or agents in connection with this Agreement. Reasonable gift and entertainment provided In the ordinary g u value from any of Our violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable ina�ry course of busyness do not Department €le! eves corn . efforts to promptly notify Our Legal 13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a rtne€ h Pa Ip, franchise, joint verdure agency, fiduciary or employment relationship between the parties. 1 3.3. No Third -Party Beneficia6es. Them are no third -party benefideries to this Agreement. 13.4, Waiver. No failure or delay by e0w party in exercising any right under this Agreement shall constitute a waiver of that right. Pla 7 of 13.5. Severability. if any provision of this Agreement Is held by a court of competent jurisdiction to be contrary to taw, the provision shall be m fi by the court and interpreted so as best to accomplish the cab ed �� jectives of the origins! provision to the fullest extent permi ted by low, and the remaining provisions of this Agreement shall remain in eft 13.6. At ney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect a fees or charges Us under this Agreement t`vgowing Your breach of Section 5.2 Invo�n and Payment) � r'ges due � g yment} and in th® event any cause o� action is initiated or defended pursuant to this contract, the preva ing party shah be entitled to reasonable attorney feet and ether Court casts. 13,x. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of low or otherwise without the prior written consent of the other Party (not to be unreasonably withheld ). Notwithstanding the foregoing, either party may assign this Agreement In its entirety (including aD O Fomns ), without consent of the other party, to its Affiliate or in connection with a merger, acctuisitlon, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy purported assignment by the other parity in brew of this � dy for any paragraph shall be, at the non assigning party's emotion, termination of this Agreement upon written notice to the assigning party, In the evert of such a termination, We shall refund to You any prepaid fees covering the remainder of the tern of a# subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shah bind and inure to the parties. their respective s and permitted assigns. benefit of the 13.8, Entire Agreement. This Agreement, including all exhibits and addenda hereto constitutes the entirer supersedes all prior and contemporaneous agreements, between the parts and agreements, proposals or representations, written or oral, concerning Its subject matter. No modification. amendment, or waiver of any provision of this Agreement shah be effective unless in writing and either signed of accepted eimftnica! against whore the modifit ation, amendment or waiver is to be asserted, lY t� Pa Y [Remainder of page intentionally left blank, mature page is on the covet pew to this Agreement] 5. `f i Y roar tools for grants success. eCivisO Grants Network" eCivis Grants Network Is the ideal platform for improving your organization's grants performance. Our patent - pending system is an enterprise -wide solution allowing grant- active organizations to drive success throughout the grants lifecycle. eCivis Grants Network is based on Software as a Service (SaaS) technology that eliminates high start -up costs and extra IT infrastructure and other IT support. The web interface reduces training needs and increases user adoption. eCivis Grants Network is a modular system that scales to fit your organization and contains fully integrated components that minimize data entry and maximize results, eCivis Grants Network: Research' eCivis Grants Network: Research provides exactly the information you need to find and win grants that help your organization meet its goals. eCivis invests more than 44,000 hours of research each year on federal, state, and foundation grants to ensure that users will find the best grants for their projects. with our proprietary research and analyses, users enjoy longer lead times to produce better applications. Our customized search tools allow users to enjoy rapid results across any and all parameters. Rollover summaries reveal the details of a grant without opening it. With our automated search agents, updates, and dally /weekly emails, eCivis Grants Research does all the heavy lifting for you and enables your organizatlon to become truly proactive, eCivis Grants Research provides the best grants information anywhere. eCivis Grants Network: Tracking &Reporting" eClWs Grants Network: Tracking & Reporting is a web -based system designed to move your grants management process into the 211 Century by providing Intelligence at every stage of the grants management lifecycle. eCivis Grants Tracking Reporting is fully integrated with eCivis Grants Research, so once a g grant is won, Information is easily transferred between systems. No matter what your function, eCivis Grants Tracking & Reporting saves time and headaches, while saving your organization money, undesirable press, and nasty -grams from grantors. Grants professionals save time and frustratlon by automatically performing and centralizing many of the administrative functions currently done by hand, on paper, and through multiple systems. Department heads and managers can reduce the amount of time spent complying with the reporting requirements of the grants you've won. Elected/appointed officials and senior managers are finally able to account for every grant dollar and determine whether grant applications are in line with organizational priorities. eCivis Grants Network: Kn owledge88 se w eCivis Grants Network: KnowledgeBase provides educational and reference resources to hone individual rant - related ca skills and develop a world -class grants organization. eCivis Grants Network: KnowledgeBase d g landscape and tenor of your grants activity by raisin efficient and skit B n dramatically change the g Y l levels, resulting in greater overall satisfaction from al stakeholders and enabling you to achieve the goals set by your leadership, eCivis Grants Network: K now led eBase is made up of automated training courses specifically developed to meet the needs of the ants communi i g KnowledgeBase also contains easy -to- understand two- to three-paged � � eC�v s Grants Network; p ged written by professionals involved in all aspects of the grants process, and five key functional areas: The Collections, 2409 Stimulus Page, Project Trends Resource Library, and The Glossary. 4232 y eCIVIS City References Flagstaff, AZ -., Stacey Brechler -Rnagg, Grants Manager (928) 779 -7662 sknaggs@ci.flagstaff.az.us Current Subscriptions: Grants Network: Research client since February 2002, Maricopa, Az -, Mary Witkofski, Grants Manager (520) 315 -6844 Mary.Witkofski@maricopa-az.gov Current Subscriptions: Grants Network: Research client since June 2006. Los Angeles. CA ^w Camilla Fong, Senior Project Coordinator (213) 978 -7681 Camilla.Fong@lacity.org Current Subscriptions: Grants Network: Research client since May 2001, Grants Network: Tracking & Reporting since June 2009, Pasadena. CA --. Julie Gutierrez, Assistant City Manager (626) 744 -7371 Jgutierrez@cltyofpasadena.net Current Subscriptions: Grants Network: Research client since April 2009, Grants Network: KnowledgeBase, and offers to Community Based organizations Riverside, CA -, Mario Lara, Principal Analyst (951) 826-2396 Mlara @riverside.gov Current Subscriptions: Grants Network: Research client since April 2001 and Community Based Organizations License. Boynton Teach, FL fto Debbie Majors, Grant Coordinator (S51) 742 -6241 Majorsd @d.boynton- beach.il.us Current Subscription: Grants Network: Research client since 2001, Grants Network: Tracking Reporting client since 2007 Peak 50. $ Orlando, FL --, Jessica Dlugolinski, Grants & Contract Analyst (407) 246 -3362 j ess ica. dl ugo l i nski cityoforlando.net Current Subscription: Grants Network: Research client since 2003, Grants Network: Tracking & peak 200 Reporting $ . Davidson, NC ­- Sandy Kragh, Administrative Assistant (704) 892 -7542 x3 skragh@ci-davidson,nc.us Current Subscriptions; Grants Network: Research client since 2007. Toll free, (877) 232 -4847 418 N. lair Oaks Ave.. Suite 301, Pasadena, CA 91103 www. eciws. com eCivis Raleigh, NC -- Catherine Clark, Grants Administrative Program Manager (919) 995 -3840 Catherine-Clark@ci,raleigh.nc.us Current Subscriptions: Grants Network: Research client since July 2005, Grants Network: Tracking & Reporting client since July 2009. El Paso, Tx � Nancy Melendez- Forbes Coordinator (915) 541 -4445 ov Current Subscription: Lion: Grants Net Melendez-Fo rbesN 2 @elpasotexasogov/Tomboskydr@elpasotexas.gov two � k. Research client since December 2002, Tracking & Reporting client since April 2008, Started with Police Department in April, Imp lemented ci In September 2008. P P ty wide Port Isabel, Tx -- Margie Jacobs, Administrative Assistant (955) 943 - 2582 miacobs @copitx.com Current Subscriptions: Grants Network: Research and Grants Network: l{nowl 2009. edgeBase since San Antonio Tx Sally Basurto, Intergovernmental Relations Grants Manager (210 207 -7197 g 5a l ly, Bas u rto@ sa n a nto n i o,gov Current Subscriptions: Grants Network: Research, Grants Network: Trackin since 2007. g & Reporting client Norfolk VA — LaToya Vaughn, Grants Management Assistant (757) 554 -4000 ext. 0 la Current Subscriptions: Grants Network: Research client since 2004. Tacoma, WA ~ Susan Peron& Internal Grants Consultant (253) 594 - 7881 sperong@ci-tacoma.wa.us Current Subscriptions: Grants Network: Research client since October 200 Tr ' ack� client since October 2008, and offers to Co mrnunity Based organizations. ng &Reporting County References Mariposa County, CA ~ Marilyn Lidyoff, Business Development C (209) 955 -4303 P oodinator mlidyoff@mariposacounty.org Current Subscriptions: Grants Network: Research client since 2009 Tail Free: (877) 232 -4847 418 N. Fair Oaks Ave., Suite 341, Pasadena, CA 91103 Ww ocivis.CDln eCIVIS Alachua County, FL -- Annette Perez, Grants /Contracts S ecialists (352) 337 -5109 p AV/ ape Current Subscriptions: Grants Network: Research client since August 2 � 003. Collier County, FL � Marlene Foord, Grant Coordinator (239) 2S2 -4758 marienefoord@colIi*ergov.net Current Subscriptions: Grants Network: Research client since October Zoos Lee County, FL ~ Tricia Jackson, Management Analyst (239)533 -2304 y tja ckso n@) leegov.corn Current Subscriptions: Grants Network: Research client since May 2004 Y . Polk County, FL ~ Jeanna Cox, Senior Planner Interium (853)519 -2049 jeannacox@polk-county.net Current Subscriptions: Grants Network: Research, Grants Network: Trac ' . Network; RnowledgeBase client since 2010. long Reporting, Grants Chestertleld County, VA ~ Mary Gromovs , Financial Gran kY / tAnalyst ( 804) 71 7-6 379 gromovskym Current Subscriptions: Grants Network: Research client. Culpeper County, VA ~ Deborah Hoffman, County Administra tfon DHoffiman @culpeppercounty.gov Current Subscriptions: Grants Network: Research client since Au gust Zoos. Water District References Eastern Municipal Water Districts CA Lisa Fa bozzi P (951) 928 -3777 P Control Tech fabozzil @ernwd.org Current Subscriptions: Grants Network; Research client since February ZooZ, Tribe References Ak -Chia Indian Community, AZ � Karen Fierro (520)558 -1035 ,Contracts and Grants Coordinator Kfl Current Subscriptions: Grants Network: Research and since 2009, Grants Network: KnawledgeBase client Toli Free; (877) 232 - 4847 418 N. Fai► oaks Ave., Suite 301, Pasadena, CA 91103 www.acivis.Cori eCIVIS Medical Center References INOVA,, TX Lynn Eva n- Reister, Director of Grants Ma nagement nagement Office Lynn.Evans-Reiste Current Subscriptions; CBO References Flintridge Center, CA~ Karen Gerst, Communicate (626)449 -0839 x124 Communications officer Current Subscriptions: Grants Network: Research client sinc 2009. College References Maricopa College, AZ � Rita Pyle, Dice Coordinator (480) 731 -8142 ri ta-pyle@domall-maricopa.edu Current Subscriptions: Grants Network Research client s ince 2009. Riverside Community College, CA ~ Colleen Molko (909) 22 - ,Associate Director of Grants COD een.Molko@rccd.edu Current Subscriptions: Grants Network: Research client since 2007. Pima Co llege, AZ � Wendy Dosch, Program Coordinator (520) 206 -4514 g for wmdosch @pima.edu Current Subscriptions: Grants Network: Research client since 2007. Toll Free: (877) 232 -4847 418 N.1= air Oaks Ave., Suite 301, Pasadena, CA 91103 www.ocivis.com