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HomeMy WebLinkAbout11366RESOLUTION NO. 11366 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND eCIVIS, INC., A DELAWARE CORPORATION, FOR SERVICES RELATED TO GRANT RESEARCH AND SUPPORT FOR THE CITY OF PUEBLO AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME WHEREAS, the City Council believes grant research, and the procurement of grant monies, is vital for the continued growth of the City, and provides community based organizations with needed financial resources; and WHEREAS, the proposal from eCivis, Inc., has been determined to be an acceptable grant research methodology for the City of Pueblo and its community based organizations, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that SECTION 1. An Agreement dated August 11, 2008, a copy of which is attached hereto and made a part hereof, after having been approved as to form by the City Attorney, by and between Pueblo, a Municipal Corporation, and eCivis, Inc., a Delaware Corporation, is hereby approved. SECTION 2. Funds in the amount of $35,000 will be disbursed from the City Council's Professional Services Account and said funds will be included in the mid -year budget adjustment in the 2008 General Fund Budget to fund grant research and support services. SECTION 3. The President of the City Council is hereby authorized to execute said Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. INTRODUCED Auaust 11. 2008 M Michael Occhiato Councilperson r°T y ATTEST D BY: �. � y PRESIf NT'ei Cif' Council JILk) Background Paper for Proposed RESOLUTION AGENDA ITEM # DATE: DEPARTMENT: TITLE August 11, 2008 OFFICE OF THE CITY MANAGER DAVE GALLI, CITY MANAGER DOUG FITZGERALD, ASSISTANT CITY MANAGER des. h36( z A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND eCIVIS, INC., A DELAWARE CORPORATION, FOR SERVICES RELATED TO GRANT RESEARCH AND SUPPORT FOR THE CITY OF PUEBLO AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME ISSUE Should the City Council approve an agreement with eCivis, Inc. for grant research and support services? Through the National League of Cities (NLC), the City became aware of the grant research services of the eCivis Corporation. The eCivis Corporation provides grant research services that assist in the research and procurement of grant funding, streamlining processes with grant research, and help community based organizations increase grant funding opportunities. e -Civis will provide Grant Network Research Technology, Grant Network Knowledge Based Training, and Grant Network Community Based Organization Assistance for City staff and the community -based organizations that utilize these services. The Pueblo City- County Library District will partner with the City on this project with financial contribution of $1,000 and "house" the program at the Non - Profit Resource Center at the Library. Furthermore, the library will offer the service of a full -time employee to assist with this project, to instruct the public on the program, and to assist non - profits with research. Approval of the Resolution. FINANCIAL IMPACT Funds in the amount of $35,000 will be will be included in the mid -year budget adjustment in the 2008 General Fund Budget. In addition, the Pueblo City- County Library District has agreed to contribute $1,000 toward the cost of services for this project. July 13, 2008 3452 E Foothill Blvd, Ste 900 Pasadena, CA 91107 877.232.4847 eCovis Pueblo City Council PO Box 1427 Pueblo, CO 81002 Dear Council Members: Thank you for allowing eCivis the opportunity to assist the City of Pueblo with improving its grants performance. Included in the following pages is a proposal that allows you to offer the best grant research and learning system to both city departments and your community. I have modified the proposal to include the Pueblo City/County library district so that any nonprofit can utilize our products through the library. eCivis looks forward to working with you to improve the grants performance at the City of Pueblo. I hope that the included discounts enable the city to begin our partnership. Sincerely, Omie Ismail Chief Executive Officer NEEDS & SOLUTIONS The section below outlines the identified needs, the implications of those needs, and the appropriate eCivis solution. City departments need access to the most Getting timely information allows timely and accurate federal, at and you to compete for funding more foundation grant information. effectively, and submit more proposals, win grants more often than cities that do not have an j excellent system in place. City departments need to assess the viability and application burden of each grant program rapidly and ensure that there are no issues with the program that would result in a poor fit, Without quality research, departmentstaff mayspend hours or weeks pursuingfunding that is not appropriate or worse I just not apply because of the I time burden. Nonprofit community based organizations I More grant funds improves the need to secure more "big" dollars from i Pueblo community and places grantfunds. j less of a strain on the city's resources. eCivis Grants Network %: Research provides access to all pertinent federal, state, and foundation grants and provides support in identifying more funding opportunities so that you can choose the right one. Grants Network: Research contains over 8,000 grants with $400 billion in funding eCivis' team of 20 researchers does extensive research on each grant program, finding inaccuracies and clarifying gray areas with program officers enabling staff to get hours or days further down the application path in minutes. Grants Network has been proven to increase local nonprofit funding by tens of millions of dollars annually. Grants Network dramatically improves nonprofit visibility into Federal programs which they are often unaware of and gives more robust access to foundation funding As part of this proposal, the City will have 25 user accounts for key grant active nonprofits. The City's library district needs to enhance I By leveraging the library's As part of this proposal, and an extension to its grant resources collection to better I resource infrastructure, the I the Community Based Organization option, improve nonprofit access to grant funds. library can improve the the library district will receive 3 users that I probability that patrons have the any nonprofit patron can use to conduct best access to grant information I extensive grants research. Library staff will and be able to use it i receive training in how to utilize the i accounts best for multiple users. The City wants to adopt a more proactive I Waiting for grant solicitations i With Grants Network, your departments will planning approach to its grants program. shortens the application ; be able to track all funding programs and get timeframe and creates 1 the jump on other cities with advanced Impossible deadlines - notification of their solicitation. This will jeopardizing your chances for increase application periods and improve funding strategic planning wvvw.ecivis.com 2of7 "Adding eCivis was one of the best decisions made at Fulton County" - Diane Hutchins, Direc ofNtergovemmenta/ Affairs, FuJtm County, GA "We started using eCivis in May 2007. Five months later we have received $1.2 million and have another $1.2 million in grant applications Subnnitted.~ -Jerry Moss, City Manager, City o/ Henderson, mC vvwwv.ecjvin.conm The City wants to know what types of Successful applications are a Grants Network: Research includes a library projects are most competitive f or funding valuable resource when applyin of over 400 previously funded applications. I i for grants. They help staff determine whatthe fundingCity Don't reinvent the wheel - discover what has worked in the past has awarded in the past and how to format and structure a winning 1 application. I 1 - community- - Based - orga - nizations - (CBOs) - [Nonprofits that cannot raise their Grants Network: CIBO access provides i I struggle to meet community needs due to own funding create a heavy nonprofits with their own funding search I lack of funding they also rely heavily on burden on the City and its tools, applications, and processes. the City to relieve their f unding issues. resources. More effective use of Empowering CBOs to fish for themselves funding dollars to increase saves the City a great des I of money while services and projects. continuing to aid in building a stronger All grant-active employees need to be on Failure to align all gran the same page workingto streamline the departments results in missed designed to get your entire organization in 1 process of grant identilica. --- , applica—i., I and management. opportunities, lag time in respondingto grants, and less the same mindset around grants, create a process for effectively bringing funding to funding being driven into the I your community, and drive more success in community. i a cost-effective manner. Statistics show that 90% of all grant-active individuals would be more effective with some formal training. "Adding eCivis was one of the best decisions made at Fulton County" - Diane Hutchins, Direc ofNtergovemmenta/ Affairs, FuJtm County, GA "We started using eCivis in May 2007. Five months later we have received $1.2 million and have another $1.2 million in grant applications Subnnitted.~ -Jerry Moss, City Manager, City o/ Henderson, mC vvwwv.ecjvin.conm WHY CHOOSE eCMS eCivis is the leader in improving grants performance for cities and counties and their community partners through the best grant research, training, and technology available. A Greatest Likelihood of Program Success: • Technical infrastructure: the Grants Networksystem supports over 12,000 local governmentand nonprofit users every day. • Implementation capability: eCivis has successfully implemented 400 city and county clients and rapidly bring users on board. • Reporting tools: our system allows clients to easily know user activity for logins, grants viewed, emails delivered, grants saved, and more. u Ease of use: Grants Network has been designed to allow users to get up to speed rapidly to view the relevant grants that pertain to the economic development of their community. ❑ Powerful search: users can use Boolean logic to create advanced search criteria to automatically track grants for a multitude of projects Highest Information Quality and Timeliness: ❑ Timeliness: The eCivis research process has been honed over 7 years to ensure the greatest timeliness of solicitations and updates. ❑ Standardized methodology: The eCivis research team uses a proven methodology to catalogue grants and ensure consistency year over year. ❑ 5 Point quality check: eCivis utilizes multiple quality checks powered by its custom publishing architecture and its strong quality assurance staff to generate the highest quality research available. Complete Responsiveness: • Resolve technical, user, and basic grant issues completely and expeditiously. ❑ Designate senior client services team member and technical liaison. • Work diligently our client to ensure program success. www.ecivis.corn 4of7 SOLUTION AND INVESTMENT PROPOSAL Recommendations are based on population and internal structure needs to maximize the success of the toolsets, training, and processes being implemented. '. PRODUCT. &'S ER VIC E8 ": v ,s `�+ -�?�e ^f9 • "yr t ."�,• ,.,'M. t..w '. x. mw'•".,. #_...tia:.1 ` Grants Network: Research 4.1 Federal, State of Colorado ", and 12 months, I Foundation Unlimited City Users Grants Network: KnowledgeBase 1.5 1 Includes On- demand training Individual licenses for shared logins 1i subject briefs, fillable forms, and for libraries glossary. Grants Network: CBO Grants Network: Research & 40 Community Nonprofit Users Knowledgebase for Community Based Non Grants Network: Nonprofit Library Patron A - Access for any nonprofit --- 3 User Accounts ' I Onsite GN Research / Knowledgebase - -- - 1 Day Onsite training at City offices - I ' 2 Sessions I I Training I Note: Slate of Colorado grants will be added within 90 days of contract inception. www.ecivis.com 5of7 City of Pueblo. CO Investment Proposal: Grants Network Suite: - Grants Network: Research Federal, Colorado` and Foundation - Grants Network: KnowledgeBase Training, Subject Briefs - Grants Network: CBO 25 Users Library Patron Access - Grants Network Suite On -Site Tmining - GN:R Training Bundled Discount Research/Knowledgebase/CBO Discount - July /August Discount' M, ,t don ¢d co [ We eO8 IM& 3 Users (Unlimited Use) 1 Day; Unlimited Attendees 15% 6of7 $39,500 $ 3,500 $ 3,500 - $4,500 -$7,000 Tatal: $35,000 www.ecivis.com eCIVIS TIMELINE OF CLIENT HEALTH PROCESS The eCivis Client Health Process helps to ensure success forthe City. Created from 7 years of experience implementing programs like yours, our Client Health Process maximizes the City's ability to utilize the Grants Network system combined with training. • -- Initiate City -wide Access • Announce services • Market to grant active departments • Initiate User Access • Provide initial product information across organization • Set -up Dedicated Support • Identify primary Master Account Holder (MAH) • Document preferences, goals, capabilities • Review Progress Plan • Initiate Client Health ProcessTM at organizational level • Set -up communication path for eCivis, C60s and departments • Phased Training Protocol • Coordinate logistics for training • Schedule Users from departments • Initiate full training assessment • Train library district • Report to MAH on product training proliferation • Initiation individual and departmental action plans and current priority project • Continue Client Health ProcessT"^ • Reportto MAH on trainingand user progress • Document goals • Receive and analyze current City information on grants • Extend Usage to Outlying Departments • Market to historically non-active grants departments • Communicate feature set and value • Initiate access and training • Phased Training Protocol o Coordinate all logistics for remaining training • Continue Client Health ProcessTM • Report to MAH on user progress and update goal matrix • Quarterly report of support activities • Take action on need areas • Collect information on applications, grant wins, and user value www.ecivis.com 7of7 eC I V I S GRANTS NETWORK MASTER LICENSE AND SERVICE AGREEMENT Date 7122108 Contract No. 1309 This Agreement is made by and between: eCivis, Inc., a Delaware corporation ( "eCivis'1 and City of Pueblo, CO ( "Customer ") 3452 Fast Foothill Blvd, Floor 9 1 City Hall Place Pasadena, CA 91107 Pueblo, CO 81003 Phone: (877) 232-4847 Phone: (719) 553 -2655 Sales Contact: Principal Contact and Master Access Holder: Onde Ismail, CEO David Gaill, 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. �. 1 GN: Research 4.1 Federal, Colorado* and Foundation Unlimited city users $25,000 1 GN: Community Based Organization (CBO) Non -Profit Access 40 Users $7,500 1 GN: KnowledgeBase 1.5 Training, Subject brief$ Unlimited users $7,000 1 GN: Library Patron Access Research/Knowledgebase 3 User Accounts $3,500 a- 1 Training Onshe GN:R Training 1 Day; Unlimited Attendees $3,500 1 Discount Bundled Discount Research/KB/CBO - $1,500 1 Discount July /August Contract or PO by 8131 47,000 Total: $35.000 'Colorado grants vvill be made available within 90 days of contract start date Terms and Payments Initial term of this Agreement will last until 8/31Q009. Invoice due net 30 days. Tenn 1: Date of Signing through 8131/2008 for a total price of $35,000 ONLY VALID IF SIGNED AND RECEIVED BY AUGUST 31, 2008 Renewal Terms - Additi6nal extension of this agreement will oc6ut as follo\�S'. 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. By the signatures of their representatives, both parties agree to the terms of the entire Agreement, including all of the incorporated and referenced exhibits, schedules, attachments, and provisions. Accepted By: Customer By: � gga B arb tr r V 1 aflld IWre) Name: (type or prim) Tine: President of the City Counci Date: 8/11/08 ❑ Send invoice to (if different than address above): Address Accepted By: eCivis, Inc. By: (Authorized Srg' ature) Name: Omie Ismail (typo or pry) Tine: CEO Date: 722/08 Dept eCivie COrRMcl - 2007DBD3 eC�s Page 2 of 5 Terns & Conditions 1) General a) "Customer' shall mean the end -user customer organization or entity executing this Agreement. b) "Access Holder' shall mean each individual who is an employee 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 Modules as listed in Exhibit A attached hereto. 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., "Grards 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 Customers 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 my 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 otheragreement 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 Customerto 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) eCivis will charge, and you agree to pay, the Fees. Full payment shall be made to eCivis within fifteen (30) days after the original date of the invoice. eCivis will charge you interest at the rate of 1.5 % per month if payment is not received within the 30 days. 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 you decide to re- subscribe at a later date. b) 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. 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, eCMS Contract v20070803 AL eCIVIS Page 3 of 5 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 antlor 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 cenfirmation of data prior to use thereof, and identification and correction of errors and omissions. d) eCivis shall use commercially reasonable efforts to backup 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. 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 providing expert computer advice and does not give personalized grant advice. 11) Customer's Duty to Indemnify 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. 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 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 eC'Ms CcMract x20070803 eC�s Page 4 of 5 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 limes 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. 19) 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. Except as provided in Section 2(d) of this Agreement, each party hereto 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, and each party waives any objection thereto. The parties hereto each further consent and agree that the venue of any action under or as a result of a breach of this Agreement shall be proper in either of the above -named courts and they each waive any objection thereto. 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) Severabilitv 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. [Signatures provided on cover page of this Agreement] eCws Contract v20070803 eC�s EXHIBIT A eCivis Grants Network Modules & Services • Search for grants within eCivis' proprietary database • Identify and save grants of interest • Save search criteria for recurring use • Receive email notifications regarding new or updated grants matching desired criteria • Access to grant news content Page 5 of 5 Research 4.x or later required for use of this module) • Customer can offer access to non -profit entities and community -based organizations that are based in and serve Customer's jurisdiction (access cannot be extended to any for -profit entities) • Additional Reports for Customer on CBOs usage -nse includes all releases in the 1.x version (e.g. 1. 1, 1. 2, 1.3, etc.)] Research 4.x required for use of this module) • Sharetroute grants with others • Create projects • Create and Search Organization grants • Associate grants with projects • Stakeholder creation and assignment to specific projects • Project and grant milestone tracking • Single document upload capabilities with appropriate grant milestones • Email notifications regarding project/ grant milestones • Email notifications regarding pending due dates • Research activity reporting • Project activity reporting • Grant funding reporting • Detailed transaction history eCivisTM.(3rants'Netwo ► k Implementation ' ' " P f ' (Initial service in order to facilitate effective Grants Network usage) • Organization Configuration • Data Collection • Administrative Policy Consultation • Historic grants data input and configuration • Initial Software Training eChriiTW*Xdditional Se[viaes Services available include: • Professional Development Training • Additional Software Training • Best Practice Assistance eCivis Contract v20070003