HomeMy WebLinkAboutContract 43071 CITY
CONTRACT Nor t
I --. V I. S ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT
Date 4/112012
Contract No. 4796
This Agreement is made by and between:
eCivis,Inc.,a Delaware corporation("eCivis") and City of Fort Worth,TX("Customer")
418 N. Fair Oaks Ave.,Ste 381 1000 Throckmorton Street
Pasadena,CA 91103 Fort Worth,TX 76102-6312
Fax: (626)628-3232 Phone: (817)392-2255
Sales Contact: Principal Contact and Master Access Holder:
Jase Leonard Shirley Little
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.The services to be provided under this Agreement shall be set forth in the Terms and Conditions and the Statement of Work(SOWN),
attached hereto as Exhibit A, and incorporated into this Agreement for all purposes. This Agreement shall also include the terms and conditions
of City of Fort Worth Request for Proposals No. 12-002, issued October 5,2011 ("RFP")and eCivis'response to the RFP,both of which shall be
incorporated herein by reference and made part of this Agreement. if there is a conflict between the documents,this Agreement shall control.
Products Description Units Unit Price Total Price
GN:Tracking&Reporting 2.0-Enterprise License Grants Management and Reporting 1 $ 54,000 $ 54,000
GN:Research Enterprise License Federal,State*,and Foundation Grants 1 $ 45,000 $ 45,000
GN:Knowledgebase 2.0-Enterprise License Courses,Subject Briefs,Project Treads 1 $ 9,000 $ 9,000
Product Sub-Total $ im,000
e0vis Services 6escripItion Units Unit Price Total Price
GN:Product Training Gnsite Training(Units are In business days) 2 $ 3,000 $ 6,000
Services Sub-Total $ 61000
Multi-Year Discount(3-Year Minimum) $ (10,000)
FY 2011-4th Quarber Disoount Carry over(Discount Good until March 28,2012) $ "36,ODO)
VP of Sales override Discount $ (16,000)
TOTAL PRICE $ 52,�D
Subscription Period(s)and Payment Terms
The Subscription Period of this Agreement will conclude 313112015. Payment due net 30 days of invoice date.
Cycle 1: 4/01/2012 through 3/31/2013 for a price of$52,000
Cycle 2: 4/01/2013 through 3/31/2014 for a price of$52,000
Cycle 3: 4/01/2014 through 3/31/2015 for a price of$52,000
DISCOUNT IS ONLY VALID IF CONTRACT IS SIGNED ON OR BEFORE:3/28/2012.
` !E ! £" ! ! g
This agreement will be eligible for renewal for extended periods through a mutually agreed upon purchasing vehicle executed before the
expiration of the subscription period listed above. No guarantees are made as to rate, access, or included services within the Agreement;
however,eCivis agrees that the subscription fee for any renewal year shall not exceed the previous year's fee for the same product by more
than 5%.
Accepted By: Accepted By:
City of Worth, TX eCivis Inc.
By "AAA" By- 114�vv-�N...,
(Authorized Signature) (Authoriz Signature)
Name: _ Susan_Tanis Name: Lindsay Mann
(type or print) (type or print)
Title: Assistant City Manager Title: VP of Sales
Date:
�)c
APPROVED A TO FORM AND LEGALITY: ��* 0000000
Male hi er/ istant ,Cit ttorne p' u° °
0&,;e- o
arts OFFICIAL RECORD
❑ Send invoice to different than address-Above) D o�
"° 4x¢ CITY SECRETARY
Addr --- ept
p
4�.
0�4{7aD�0 �
y, A
Mary
-iii
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 usernames and passwords,and who is an employee of or officially working on
behalf of Customer at the time such individual accesses and/or uses Grants Network.If Customer is licensing the Grants Network:Community
Based Organization module,then"Access Holder"also means each individual who is an employee of an approved non-profit organization. (c)
"Grants Network"shall mean the purchased Products and Services as listed on page 1 of this agreement. (d)"Licensed Modules"shall mean the
Modules that are licensed by Customer as listed on page 1 of this agreement.
2} License. In consideration of Customer's agreement to abide by the terms and conditions of this Agreement,eCivis hereby grants
Customer a nonexclusive,nontransferable,right and license to permit each Access Holder to access and use the Licensed Modules;and
reproduce,display,distribute,printout,and store information retrieved from the Licensed Modules,whether in electronic or written form,only for
internal use within the Customer organization or entity in connection with Customer's normal business activities.
3} Restrictions.Neither Customer nor any Access Holder shall rent,sell,lease,sublicense,transfer,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.Payment obligations are non-cancelable and nonrefundable. (a)Invoice and payments are
due as defined on page 1 of this agreement.(b)Overdue charges of 1.5%of outstanding balance per month may be applied at eCivis'
discretion.(c)Unless otherwise stated by law,fees do not include any taxes,levies,duties or similar governmental assessments of any nature
assessable by any local,state,or federal jurisdiction.
5) Access.eCivis shall use commercially reasonable efforts to provide Grants Network 24 hours a day,7 days a week,except for
planned downtime due to routine maintenance or in the event that Grants Network is disabled for any reason beyond the control of eCivis,
including without limitation,acts of God,acts of government,natural or manmade disasters,or Internet service failures or delays.All reasonable
efforts will be attempted to restore Grants Network as soon as practical.Customer acknowledges and agrees that eCivis is not obligated,but
reserves the right,to make periodic updates to Grants Network.
6} Proprietary Protection and Rights.eCivis reserves all rights,title,interests in and to Grants Network that is provided to or accessed by
Customer pursuant to this Agreement,including but not limited to any adaptations or copies and/or any intellectual property rights.The
information in Grants Network is subject to protection under U.S.and foreign copyright and patent laws.Except as expressly provided for in this
Agreement,nothing in any part of the terms and conditions shall be construed as conferring any license or other rights,by implication,estoppel,
or otherwise,under any copyrights,patents,or proprietary information of eCivis.
7} Customer Data.As between Customer and eCivis,Customer exclusively owns all rights,title,and interest in and to data inputted by
Customer. On an annual basis,eCivis shall provide Customer with an electronic copy of Customer's data as back up in machine readable
format.
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 or information that is required to be disclosed by
law.
9) 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
fifteen(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 and refund the prorated fees paid by Customer for the then current twelve(12)month
cycle.
10} Liability;Limitation of Liability.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.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
Page 3 of 4
state grants or all potential data on the grants provided.ECIVIS SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSIONS),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF ECIVIS,!TS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
11} Default.Either party may terminate this Agreement if the other party breaches or defaults with respect to any terms or conditions of
this Agreement,and fails to cure the same within thirty 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 uncured 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,to 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.Such party shall provide thirty days written notice,or as much notice is as reasonably possible under the circumstances,of
such assignment.This agreement shall bind and Enure to the benefit of either Customer or eCivis,their respective successors,and permitted
assigns.
13} Entire Agreement.This Agreement constitutes the entire and exclusive agreement between Customer and eCivis with respect to the
terms and conditions and supersedes and cancels all previous agreements and understandings,whether in oral or in writing,and may not be
amended,altered,or modified except by a written agreement executed by duly authorized representatives of the parties.
14) Waiver.No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right.Other
than as expressly stated in this agreement,the remedies provided within this agreement are in addition to,and not exclusive of,any other
remedies of a party at law or in equity.
15} Independent Status of Parties.Neither party has the right to bind the other party,transact any business in the name or on behalf of the
other party in any manner or form,or to make any promise or representation on behalf of the other party.
16} Governing Law.This agreement shall be governed by and interpreted under the laws of the state of Texas,without reference to
conflict of laws principles.Each party consents to the exclusive jurisdiction of either the state courts of Tarrant County,Texas,or the United
States District Court for the Northern District of Texas for 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,or litigation 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 be entitled to such party's attorney's fees pursuant to
governing law and as determined by a court of competent jurisdiction.
19) Non-Appropriation. Purchased Services provided under the Agreement may be continued in succeeding subscription cycles for the
term of this Agreement,contingent upon funds being appropriated by City Council or otherwise being available for this Service.In the event
funds are not appropriated or otherwise available for this Service,the Agreement shall terminate without penalty at the end of each subscription
cycle.After that date,the Agreement becomes of no effect and is null and void.However,Customer agrees to use its best efforts to have the
amounts contemplated under the Agreement included in its budget. Non-appropriation or non-funding shall not be considered an event of
default.
20} Termination. Upon written notice no later than 30 days before the end of each subscription cycle,Customer may choose to"opt-out"of
this Agreement and thereby terminate this agreement upon completion of each year's subscription cycle.However,$5,660 of the$10,000"Multi-
year Discount"received under this Agreement per subscription cycle will be immediately due and payable upon termination for each subscription
cycle completed.
21} Force Majeure. Customer and eCivis shall exercise their best efforts to meet their respective duties and obligations as set forth in this
Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable
control,including, but not limited to,compliance with any government law,ordinance or regulation,acts of God,acts of the public enemy,fires,
strikes,lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any
other similar causes.
22} Network Access. If eCivis,and/or any of its employees,officers,agents,servants or subcontractors{for purposes of this section
"eCivis Personnel"},requires access to the Customer's computer network in order to provide the services herein,eCivis shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit"B"and incorporated herein for all purposes.
23) Insurance_ Insurance recuirements shall be ooverned by Attachment B to the RFP. Upon execution of the Agreement.eCivis shall
urovide❑roof of insurance for Information Technology Errors and Omissions coverage.Such insurance shall be provided within fourteen(14)
days of execution of the Agreement.
24} Signature Authority.The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement
on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization
of the entity.This Agreement.and any amendment(s)hereto, may be executed by any authorized representative of eCivis whose name.title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C"and incorporated herein by reference.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto.
[Signatures pro vided on cover page of this Agreement]
Exhibit A
Statement of Work
This Statement of Work("SOW") is made as of April 1, 2012 ("SOW Effective Bate")by and between eCivis
and City of Fort worth ("'City" or ``Customer"), this SOW is incorporated by reference into the Master
Subscription and Service Agreement(the"Agreement'')between the parties.
Services to be Performed:
eCivis shall provide Customer with advice and consultation services as set forth in City of Fort Worth Request
for Proposals (RFP) No. 12-0002, Grant Tracking and Management Software Solution, eCivis' response
thereto, and as set forth below (collectively the "Services"). Services may occur at the Principal Site listed in the
Agreement.
PeopleSoft Solution:
Pursuant to Section VI, Subsection 1.0, 1.2.2 of the RFP, and eCivis' response thereto, eCivis shall provide
Customer temporary access to a web-based software solution that provides financial integration and the ability
to interface with Oracle PeopleSoft. eCivis shall build its financial integration product using the guidance of
certain eCivis clients(Beta Croup).
eCivis will conduct beta testing with its Beta Group to develop a solution for the integration of oracle
PeopleSoft. Customer shall be a participant of the Beta Group and give input to eCivis regarding functionality
of the system. eCivis anticipates the beta test will begin by July 31, 2012. eCivis agrees to waive all set up fees
and any ongoing fees for Customer until the product completes Beta testing, which eCivis anticipates to be
anywhere from six to twelve months from the start of beta testing.
Upon completion of eCivis' financial integration product, and upon readiness of Customer's system, the parties
will develop a specific scope for eCivis to perform a functional, technical assessment and development of an
interface between eCivis Grant Managements system to Customer's Oracle PeopleSoft 9.x. This assessment and
development of the interface will include a loadablel' rtable set of required data in CSV format with data
mapping(data list to be determined by the City) into Oracle PeopleSoft environment. The parties will negotiate
specific deliverables, costs, production timelines, and dedicated resources to complete the development and
testing of the interface.
Accepted and Agreed:
CITY OF FORT WORTH eCivis,Inc.
CUSTOMER
Au on ed Signature Authorized Sign
Susan Alanis, Assistant City Manager • �, fj6LAQ3
r ,
Printed Name and Title Printed Nam and Title
APPROVED AS G F AND LEGALITY:
011
i -
Maleshia rmer, Assistant City Att-Or 0000000o o
OFFICIAL RECORD
CITY s
A _ ..� QX� SECRETARY
•
f- ' FT. WO RTN, TX
0000 as �
ooti .Cy
ary Chyris eity Y,jh!�,Cz;�y
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 78102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and eCivis, Inc. with its
principal location at 418 N Fair Oaks Ave, Ste 301, Pasadena, CA 91103, ("Contractor").
I The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide online grants research
and management services access to the City. In order to provide the necessary support, Contractor
needs access to support personnel to facilitate any firewall configuration or white listing to access the
eCivis webiste through the City's designated internet browswer.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing online grants research and management services access to the
City. Such access is granted subject to the terms and conditions forth in this Agreement and applicable
provisions of the City's Administrative Regulation D-7(Electronic Communications Resource Use Policy),
of which such applicable provisions are hereby incorporated by reference and made a part of this
Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being
granted for purposes of completing services for the City pursuant to a separate contract, then, this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. Services are being provided in accordance with City Secretary Contract
No. .
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty(30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of
access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
Vendor Network Access Agreement Rev. 12/10/2009
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
T. Information,Securit . Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
S. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY /MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Contractor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. Contractor agrees that the City shall.have access during normal working hours to all
necessary Contractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Contractor
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.
City shall give subcontractor reasonable notice of intended audits.
Vendor Network Access Agreement 2
eCivis, Inc. Rev. 12/10/2009
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
im paired.
15. Force M g eu re. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
15. Oovernin Law/Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. if any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort worth Division.
17. Signature Au .The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein.
ACCEPTED AND AGREED:
CITY T VISOR eCivis:
By: By:
5 sa anis Na Pl-g
Assistant City ana er '�'� � � T� e:
Date: o Pt it 14 � ate' 3 2,
4 0
p► nv a
ATTEST. o +� A E T.
o° 0
o
f
By: a By:
ary a e 0v o
Name: / �
City Secretary ov po �r Title: C�
000000°°
APPROVED As TO FORMA 4 "
B-Assistant City A%nne mey Ma e s h i a Farmer
M&C:_ required
OFFICIAL RECORD
Vendor Network Access Agreement 3 CITY SECRETARY
ecivis, Inc. FT. WORTH, TEA. 1 /10/2009
EXHIBIT "C"
FoRTWORTH
CITY OF FORT WORTH
VERIFICATION OF SIGNATURE AUTHORITY
Name of Company: eCivis, Inc.
Legal Address: 418 N. Fair Oaks Ave. #301, Pasadena, CA 91103
Services to be provided: Online grants research and management services
Execution of this signature Verification Farm ("Form") hereby certifies that the fallowing individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes to
the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Company.
1. Name: Lindsay Mann
Position: VP of Sales
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Sign r of President CEO
N e: ames Ha
ate: arch 19, 2912
r
i
1
City of Fort W Texas
Mayor a
---------------
COUNCIL ACTION: Approved on 312712012
DATE: Tuesday, March 27, 2012 REFERENCE NO.: **P-11355
LOO NAME: 13P12-0002 GRANT TRACKING AG
SUBJECT:
Authorize Execution of a Master Subscription and Service Agreement with ecivis, Inc., for Grant Tracking
and Reporting Licenses and Related Services for city-wide Use in the Amount of$52,000.00 for the First
Year (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the city Council authorize execution of a Master Subscription and Service
Agreement with ecivis, Inc., for grant tracking and reporting licenses and related services for City-wide
use in the amount of$52,000.00, for the first year, with payments due 30 days from receipt of invoice.
DISCUSSION:
The eCivis, Inc., (ecivis)Agreement will be used by multiple departments to improve the management
and performance of grants. The Grants Tracking and Reporting software facilitates the tracking and
management of grants awarded to the City and allows staff to manage deadlines, process progress
reports, manage contracts and other important grant source documents. The Grants Research module
integrates with the Tracking and Reporting module and has the capability to track the grant from
submission to close out, allowing the Staff to tie tasks, deliverables and documentation to each grant.
The Legislative and Intergovernmental Affairs Committee tasked Staff with the responsibility to find an
effective, web-based, enterprise wide grants tracking software solution for the City. Specifically, the
solution would provide the capability to better track grants, report all active grants, identify eligible grants
that fit the City's needs, and provide monthly reports for grant deliverables, expenditures and revenues.
RFP ADVERTISEMENT- Request for Proposals (RFP) No. 12-0002 was advertised in the Fort Worth
Star-Telegram on October 5, 2011, October 12, 2011, October 19, 2011 and October 25, 2011. Four
hundred ninety-nine vendors were solicited from the Purchasing vendor database. On November 3, 20111
three proposals were received in response to the RFP.
The proposals were evaluated by a committee consisting of staff from Police, Water, City Manager's
Office, Financial Management Services, Transportation and Public Works, Parks and community
Services, and the Emergency Management departments. The committee ranked the proposals based on
the evaluation criteria, including technical, management and cost factors. The ecivis, Inc., system was
selected as the most beneficial overall solution for the city, considering the relative importance of price
and the other factors included in the RFP.
MIWBE -A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the MIWBE office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
AGREEMENT TERM - Upon city Council's approval, this Agreement shall begin on April 1, 2012 and
continue for three successive one year terms through March 31, 2015 at the same anticipated cost. The
City shall have the option to opt out of the Agreement at the end of either 12 month term.
ADMINISTRATIVE CHANGE ORDER - An Administrative Change order or increase may be made by the
http://apps.cfwnet.org/ecouncil/printmc.asp?id=l 6539&print=true&DocType=Print 3/27/2012
•
City Manager in an amount up to $50,000.00 and does not require specific City Council approval as long
as sufficient funds have been appropriated.
RENEWAL OPTIONS -This Agreement may be renewed for up to two additional successive one year
terms upon mutual Agreement of the parties. This action does not require specific City Council approval
provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal term.
FISCAL INFORMATION 1 CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the General Fund.
BQN113P12-00021AMG
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 537100 0901100 $52,000.00
CERTIFICATIONS:
Submitted for City Manner's Office b Susan Alanis (8180)
Originating Department Head: Lena Ellis (8517)
Jack Dale (8357)
Additional Information Contact: Angela Gonzales (7848)----------1-1-11.1.........................
....................................
.......................................
ATTACHMENTS
1. fundin _verification.doc (CFW Internal)
2. MWBE.Waiver.12.0002.pdf (CFW Internal)
http://apps.cfwnet.org/ecounciI/printmc.asp?id=16539&print=true&DocType=Print 312712012