HomeMy WebLinkAbout20051268.tiff RESOLUTION
RE: APPROVE SUBSCRIPTION AGREEMENT FOR GRANTS LOCATOR AND AUTHORIZE
CHAIR TO SIGN - ECIVIS.COM, INC.
WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Subscription Agreement for Grants
Locator between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County,on behalf of the Department of Finance and Administration,and
eCivis.com, Inc.,commencing upon full execution of said agreement,and ending May31,2008,with
further terms and conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy
of which is attached hereto and incorporated herein by reference.
NOW,THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County,Colorado,that the Subscription Agreement for Grants Locator between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf
of the Department of Finance and Administration,and eCivis.com, Inc.,be,and hereby is,approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is,authorized to
sign said agreement.
The above and foregoing Resolution was,on motion duly made and seconded,adopted by
the following vote on the 25th day of April, A.D., 2005.
BOARD OF COUNTY COMMISSIONERS
4 1E 11,,e) WELD COUNTY, COLORADO
kid% /1_, n•-e
:se,
1861 F William H. rke, Chair
, r Clerk to the Board
lfTf`77ec�i / ' M d:� ei , Pro Tem
Deputy Clerk to the Board t +' y \‘..—
D id E. Lon
APP AS •
Robert D. Masden
County A torney
Glenn Vaad�—
Date of signature: _� /�0-5-
2005-1268
FI0041
C'C _ EC l 0 S L''S/-O
r
S
e C I V I S Date 4/14/2005
GRANTS LOCATOR Contract No. 10645
SUBSCRIPTION AGREEMENT
Between eCivis.com Inc.,a Delaware limited liability company("eCivis")
Address: 150 E.Colorado Boulevard,Suite 215
Pasadena,CA 91105
Phone: (877)2324847
Sales Contact:Carl Stough
Customer Name,type of entity,and jurisdiction:County of Weld
Address: County of Weld
915 10th Street
Greeley,CO 80631
Phone: (970)356-4000 x4218
Principal Contact and Master Access Holder:Don Warden,Director of Finance&Administration
This Agreement provides for eCivis to grant access to your Access Holders,on a password-restricted basis,through the
Internet,the following products for the following fees("Fees"):
✓ Grants Locator software and.database:Federal and Foundation Version
• $14,500 for Unlimited Access Holders(Includes CEO Access for Community Based
Organizations in Weld County)
• Term:Date of Signing to May 31,2006(the"Termination Date")
• Toll Free Customer support(877-2-eCivis)and web-based Grants Locator training included
• One Day Onsite Grants Locator Training(Reasonable Travel&Expenses billed separately at cost.)
✓ 1 Basic Specialized Grant Search(included in Grants Locator Subscription)
✓ 4 "Improving Your Grant Skills Series"Course Packages
To Guarantee a Price-Protected extension:This agreement will automatically extend for additional 365-day period(s)
unless eCivis receives written notification on or before the termination date.Notification must be sent to eCivis at the
address listed above.Fees will be calculated as the lesser of the previous year's price plus 5%or the then current
maximum price. Fees will be invoiced and payment is due within 30 days of extension. Initial to agree to the Price-
Protected option.
All contracts are on a Year-to-Year extension except if the Price Protected option is selected. The Year-to-Year
option offers an extension agreement and can be signed each year in advance of the current contract termination
date.No guarantee is implied regarding a maximum price increase from year to year.
This Agreement,including the Terms and Conditions is the complete and exclusive statement of the agreement between the
parties.
IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first above written.
eCivis.com,Inc. County of Weld
By: ' t ' 11A.,./
Karl Rectanus William H. Jerke
Vice President Print Name
eCivis.com,Inc.
Chair, Board of County Commissioners
Print Title
APR 2 5 2005
Date
2005-1268
TERMS AND CONDITIONS
1. General. "You"means the single end-user organization executing this Agreement.
"Access Holder"means each individual that is an employee of your organization that uses Grants Locator. If the
Community Based Organization and/or Library option is purchased, then an"Access Holder"also includes an
approved employee of the selected group.
"Grants Locator"means the most current version of the online grants database libraries. eCivis reserves the
right to discontinue Grants Locator at any time by giving written notice to you.
2. License. eCivis grants you, subject to this Agreement, a nonexclusive,nontransferable right and license.
1. To permit each allowed Access Holder to access Grants Locator through the Internet.
2. To create printouts, download and store in electronic form, and re-purpose Grants Locator for
internal use in connection with your normal business activities.
You may not engage in such activity if it is for commercial sale,redistribution,broadcast or transfer of such
materials. You agree not to rent,lease,sublicense,distribute, or transfer any information to entities or people
outside your organization. You agree to take all reasonable steps to protect Grants Locator from unauthorized
access,copying, or use.
If people or entities outside your organization use your usernames to access Grants Locator, eCivis reserves the
right to terminate this contract.
3. Passwords. You agree to assume sole responsibility for the security of your passwords.
4. Help Desk. eCivis maintains a help desk from 9 AM to 5 PM Pacific Time capable of providing
technical assistance for Grants Locator. eCivis does not hold itself out as a professional expert and advisor
regarding your computer or information needs.
5. Your Responsibilities. You are responsible for determining whether the Grants Locator will achieve
the results you desire; You are responsible for adopting reasonable measures to limit your exposure with respect
to potential losses and damages arising from use,nonuse, interruption, delay, errors,or omissions in Grants
Locator.You agree to indemnify and hold eCivis, its managers,members,officers, employees,harmless from
and against any loss, claims, demands, expenses, or liability of whatever nature or kind of you or any third
parties arising out of your use of Grants Locator.
6. Term. The initial term of this Agreement shall commence on the date set forth above and end on the
Termination Date.
7. Fees. eCivis will charge, and you agree to pay,the Fees. Full payment shall be made to eCivis within
thirty(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.
8. Changes. eCivis reserves the right to change its fees and any other terms and conditions, at any time,
effective upon publication. These changes will NOT affect any existing contract Term.
9. Proprietary Protection. eCivis is the sole owner of Grants Locator and any associated intellectual
property rights. eCivis claims U.S. and foreign copyright ownership with respect to Grants Locator. You agree
not to remove any copyright notices from printouts of Grants Locator.
2
10. Indemnification. If a third party claims that Grants Locator or your use of Grants Locator pursuant to
this Agreement infringes any U.S.patent, copyright, or trade secret,eCivis will defend you and all Access
Holders against such claim at eCivis's expense and pay all damages that a court finally awards,provided that
you promptly notify eCivis in writing of the claim, and allow eCivis to control, and cooperate with eCivis in,the
defense or any related settlement negotiations. If such a claim is made or appears possible, eCivis may, at its
option,secure for you the right to continue to use the Product,modify or replace the Product with equivalent
information so they are noninfringing,or, if neither of the foregoing options is available in eCivis's sole
judgment,terminate this Agreement by paying you a credit equal to the portion of previously paid fees and
charges allocable to the remaining term of this Agreement. THIS PARAGRAPH STATES ECIVIS'S ENTIRE
OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
11. Limitations. eCivis shall employ due care and attention in obtaining and maintaining Grants Locator.
However, you acknowledge that any collection and compilation of data entails the likelihood of some 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,you agree that the Grants Locator is provided "as
is"; eCivis makes no representation or warranty with respect to their accuracy, completeness, and eCivis
specifically disclaims any other warranty, express, implied, or statutory, including, any warranty of
merchantability or fitness for a particular purpose. eCivis shall not be liable because of any such errors,
omissions, delays,or losses, including data losses and corruption,unless caused by eCivis's gross negligence or
willful misconduct. You further agree that in no event will the total aggregate liability of eCivis for any claims,
losses, or damages arising under this agreement and services performed hereunder, whether in contract or tort,
including negligence, exceed the total amount paid by you to eCivis during the preceding twelve-month period,
even if eCivis has been advised of the possibility of such potential claim, loss, or damage.
You acknowledge that eCivis is not a consulting firm or a grant-writing firm. You agree always to read the full
original grant notice provided. You acknowledge that eCivis does not warrant that use of the Grants Locator will
result in any grant acquisition. You acknowledge that Grants Locator may not include all potential data.
Specifically, eCivis makes no warranty that Grants Locator has all grants that the federal or a state government
may have available.
12. Default. Should you fail to pay Fees due hereunder or fail to carry out any other obligation under this
Agreement or any other agreement with eCivis, eCivis may, at its option,in addition to other available remedies,
terminate this Agreement provided that it first gives you fifteen(15)days' prior notice to permit you to cure your
default. eCivis reserves the right,with or without notice,to suspend access to or use of any Product in the event
of any delinquency or default. eCivis may elect, in eCivis's sole discretion,after delinquency, to terminate all
personal information and settings associated with an Access Holder. Such information and settings will be
unrecoverable after such termination.
13. Force Majeure. 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; equipment, or telecommunications failure; labor dispute; or failure of any third
party to perform any agreement with eCivis that adversely affects eCivis's ability to perform its obligations
hereunder.
14. Governing Law. Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of California as it applies to a contract made and performed in such state.
******** End of Terms and Conditions********
3
Hello