#11-5765 (eCivis, Inc.) UFFiCE OF THE
Pure" t 3327 Tamiami T"MNEY
f,/ d 41
Telephone: (2 9)26/326'02
Purchasing FAX: (239)252-6593
Email: lynwood @colliergov.net
www.colliergov.net
ITEM NO.: DATE RECEIVED:
FILE N•.: 11-PRC-02075
ROUTE' ••
DO NOT WRITE ABOVE THIS LINE
Request for Legal Services
Date: December 14, 2011
To: Scott R.Teach
County Attorney's-Office (d Ito 1 II
From: Lyn M Wood, C.P.M.
Procurement Strategist
ISG
Re: 11-5765—Grants Locator
Contractor: eCivis, Inc.
BACKGROUND OF REQUEST:
This agreement was approved by the BCC on December 13, 2011 agenda item 16.E.9
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to the BCC for the chairman's signature. If there are any questions concerning the
document, please contact me at the telephone number or email address above. Purchasing would
appreciate notification when the documents exit your office.
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G/Acquisitions/TechFormsandLetters/MemotoRequestLeg Services
Revised:4/16//10
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GRANTS NETWORK MASTER LICENSE AND SERVICE AGREEMENT
Date 11/21/2011
Contract No. 3989
This Agreement is made by and between:
eCivis,Inc.,a Delaware corporation("eCivis") and County of Collier,FL("Customer")
418 N.Fair Oaks Ave.#301 3299 Tamiami Trail East,Suite 600
Pasadena,CA 91103 Naples, FL 34112
Fax:(626)t6628-3232 pP�hone:(239)2522-47�68Ma
Step ianre Rodriguez Marlleneelt-oor cants Coordinators Holder:
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 Edition Federal,State(if available),and Foundation 1 $45,000.00 $45,000.00
GN:Community Based Organization(CBO)Un6nrOed
Not-tor-prom access Win Customer Boundaries 1 $:w,uuu.uu $:w,uuu.uu
Access
Product Sub-Total $75.000.00
Continuing client Discount ($37.831.25)
TOTAL PRICE $37.168.75
Subscription Period(s)and Payment Terms
The Subscription Period of this Agreement will conclude 12/31/2016.Payment is due in accordance with Chapter 218,Florida Statues.
Cycle 1: 1/01/2012 through 12/31/2012 fora price of$37,168.75
Cycle 2: 1/01/2013 through 12/31/2013 for a price of$37,168.75
Cycle 3: 1/01/2014 through 12/31/2014 for a price of$37,168.75
Cycle 4: 1/01/2015 through 12/31/2015 fora price of$37,168.75
Cycle 5: 1/01/2016 through 12/31/2016 for a price of$37,168.75
PRICE IS ONLY VALID IF AGREEMENT IS SIGNED ON OR BEFORE:December 30,2011.
Renewal Terms-Additional extension of this a.reement will occur as follows:
This agreement will be conclude on 12/31/2016.No guarantees are made as to rate,access,or included services within this
agreement after the conclusion of this agreement.Purchasing vehicles executed after the termination date of this agreement
are subject to then-current retail rates for all services provided.
0 Send invoice to(if different than address above):Clerk's Finance Department,3299 Tamiami Trail East,Suite 700, Naples,FL 34112
Page 2 of 4
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 usemames 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 in accordance
with Chapter 218,Florida Statutes.(b)Overdue charges may be applied by eCivis in accordance with Chapter 218,Florida Statutes.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.(d)Both parties will adhere to Chapter 119,Florida Statues.
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.(d)The foregoing indemnification shall not constitute a waiver of
sovereign immunity beyond the limits set forth in Section 768.28,Florida Statues.
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 4
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 govemed 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 Circuit Court of Collier County,FL,or purposes of any action
brought under or as the result of a breach of this agreement.
17) 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.
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.
19) Non-Appropiation.It is understood and agreed by and between parties herein that this agreement is subject to appropriation by the Board of
County Commissioners.If the County does not renew the agreement for all additional one-year terms,the County agrees to reimburse
eCivis 10%of the Continuing Client Discount,or$3,716.87 per cycle,for each then completed cycle at the time of non-renewal of the
agreement.Payment for termination due to non-appropiation shall be in accordance with Chapter 218,Florida Statutes.
[Signatures provided on page 4 of this Agreement]
Page 1 of 4
IN WITNESS WHEREOF, the parties have executed the GRANTS NETWORK MASTER
LICENSE AND SERVICE AGREEMENT, Contract No. 3989, as of the Effective Date provided
herein.
("Customer") ("Company"
Count of Collier, FL eCivis, I.
By: By: �,- I�
Name: Fred W. Coyle J (W1PS N-
Title: Chairman tie:
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Date: nPCPmber 1 3, 201 1 Date: ( 1 /2-1 /
Attest Brij` i r:` / 4% Witness By:
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Approved to form &legal sufficiency: lffk.0124-1
County Attorney