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R07-032 1\ 1 2 RESOLUTION NO. R07- 03~ 3 4 5 A RESOLUTION OF THE CITY COMMISSION OF 6 BOYNTON BEACH, FLORIDA, APPROVING AND 7 AUTHORIZING THE GRANTS NETWORK 8 MASTER LICENSE AND SERVICE AGREEMENT 9 BETWEEN THE CITY OF BOYNTON BEACH AND 10 ECIVIS, INC; AND PROVIDING AN EFFECTIVE 11 DATE. 12 13 14 WHEREAS, the City of Boynton Beach has been working with eCivis, Inc., to 15 test software for local government grant research and management. The City's Grants 16 Team has been effectively using eCivis' grants management products to research and 17 track grant opportunities and awards for the past six years; and 18 WHEREAS, the City Commission of the City of Boynton Beach, upon 19 recommendation of staff, deems it to be in the best interests of the residents and citizens 20 of the City of Boynton Beach to approve the Grants Network Master License Agreement 21 between the City of Boynton Beach and eCivis, Inc; and 22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION 23 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. Each Whereas clause set forth above is true and correct and 24 25 incorporated herein by this reference. 26 Section 2. The City Commission of the City of Boynton Beach, Florida does 27 hereby approve the Grants Network Master License Agreement between the City of 28 Boynton Beach and eCivis, Inc., and authorize the City manager to execute same, a copy 29 of said Agreement is attached hereto as Exhibit "A". II 2 Section 3. That this Resolution shall become effective immediately upon 3 passage. 4 PASSED AND ADOPTED this ~ day of March, 2007. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 ATTEST: 23 24 25 26 27 28 29 30 31 32 ACH, FLORIDA ~--,"-:.;...," ',,- " -j /' (~ :-~ Jllw ~ eClvls GRANTS NETWORK MASTER LICENSE AND SERVICE AGREEMENT Date 2/07107 Contract No. - ON 50258-1 RD1-03a This Agreement is made by and between: eCivis, Inc., a Delaware corporation and City of Boynton Beach, Florida ("Customer") ("eCivis") 3452 East Foothill Blvd, Floor 9 Pasadena, City of Boynton Beach CA 91107 (877) 232-4847 Sales Contact: Karl T. Rectanus Principal Contact and Master Access Holder: Debbie Majors, Grants Coordinator This Agreement, and the Exhibits attached hereto, set forth the business relationffiip between the parties and the terms and conditions under which the following software is licensed and services are provided to Olstomer. Grants Network Leve I of Effective Termination Included Module/Services DeSCription Service Date Date INCLUDED GN: Research 4.x Federal, FlorIda, & Unlimited 2115/2007 10/3112008 Foundation INCLUDED GN: Tracking & Reporting 1.x Organization Wide Peak Grants 2115/2007 10/3112008 Level 50 NOT INCLUDED GN: Community Based Organization N/A N/A CBO) NOT INCLUDED lAny Future GN: Modules N/A N/A Leve I of Effective Included eCivis Services Desc ription Service Date End Date INCLUDED Implementation Data Collection, Data Up to 25 Grants 1211/2006 211/2007 Import, & Initial Training NOT INCLUDED jAdditional Software Training N/A N/A NOT INCLUDED Professional Development Training N/A N/A NOT INCLUDED jAdditional Services N/A N/A . 1 ,t Payment for term 2/15/2007 through 10/3112007: $13,173 due 2/15/2007 (net 15) includes discounts and credits (Exhibit B). . 2nd Payment for term 11/1/2007 through 10/31/2008: $26,197 due 10/31/2007 (net 15) includes discounts (Exhibit B) Renewal Terms This Agreement will continue in effect until the Termination Date listed above, unless earlier terminated in accordance with the terms of this Agreement. After expiration of the original tenn, this Agreement ffiall be automatically renewed for successive one year terms unless either party provides written notice to the other party within thirty (30) days prior to the end of the then current term indicating the party's intent to terminate this Agreement effective at the end of then current term. Notifications must be sent to the parties at the addresses listed above. The fees for each renewal term ffiall be calculated asa five percent (5%) increase over the fees for the expiring term. Fees will be invoiced and payment shall be due within 15 days of the beginning of any renewal term. 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 J2~ By: . . Customer Authorized Signature Name (type or print) Title Accepted By: eCivis, Inc. Date KURT BRESSNER CITY M.~NAGER BOYNTON BEACH, Fl Authorized Signature Karl T. Rectanus Name (type or print) Vice President Title Date '" ~ eClvls Terms & Conditions I. 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 in Exhibit B 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 i.l", "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., "Grants Network: Research 4-1", "GN: Tracking & Reporting 1.1", 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 intemal use within the Customer organization or entity in connection with Customer's 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 l(b) above, eCivis may 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 other agreement 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 Customer to 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. Un dates. 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 in Exhibit B 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. 5. 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 forty-eight (48) hours in advance of such scheduled downtimes. Customer, 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), that may not be available during the downtime. ~ eClvls 6. Proprietarv 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's practice to place copyright notices andlor 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. 7. 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 confirmation of data prior to use thereof, and identification and correction of errors and omissions. (d) eCivis shall use commercially reasonable efforts to back-up 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. 8. 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. 9. 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 days a week 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. 10. Customer's Dutv to Indemnifv. Customer, to the extent provided by law, agrees to indemnify eCivis, from and against any loss, claim, demand, incurred as a result of Customer's use of Grants Network. II. eCivis Duty to Indemnifv. 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's expense, provided that Customer: (a) notifies eCivis in writing within fifteen (IS) 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'S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. ~ eClvls 12. 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 A V AILABLE," 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'S 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 LIMIT A TIONS. 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 REPRESENTATIONS, WARRANTIES OR GUARANTEES WHATSOEVER ARE MADE AS TO THE ACCURACY, ADEQUACY, AVAILABILITY, RELIABILITY, TIMELINESS, COMPLETENESS, SUIT ABILITY 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. 13. 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) days thereof, eCivis may, in its sole discretion, terminate this Agreement. eCivis reserves the right, 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. 14. 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, 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's ability to perform its obligations hereunder. 15. Assi!!:nment. 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. 16. Entire A!!:reement: 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. 17. Waiver. The failure of either eCivis or Customer at any time or times 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 anyone 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. 18. Governin!!: Law. This Agreement shall be govemed by and interpreted under the laws of the state of Florida, 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 State of Florida, or the United States District Court for purposes of any action brought under or as the result ofa 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. 19. 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. ~ eClvls 20. 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 Agreementl EXHIBIT A eCivis Grants Network Modules & Services eCivis™ Grants Network: Research 4.x (License includes all releases in the 4.x version (e.g. 4.1, 4.2, 4.3, etc.) . 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 eCivis™ Grants Network: Community Based Organization (CBO) (GN: Research 3.0 or later requiredfor 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 eCivis™ Grants Network: Tracking & Reporting 1.x [License includes all releases in the I.x version (e.g. 1.1, 1.2, 1.3, etc.)} (GN: Research 4.x required for use of this module) . Sharelroute 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 1 grant milestones . Email notifications regarding pending due dates . Research activity reporting . Project activity reporting . Orant funding reporting . Detailed transaction history eCivis™ Grants Network Implementation (Initial service in order to facilitate effective Grants Network usage) . Organization Configuration . Data Collection . Historic grants data input and configuration . Initial Software Training eCivis™ Additional Services Services available include: . Professional Development Training . Additional Software Training . Best Practice Assistance City of Boynton Beach Purchase Schedule xhibit B PLrchase Schedule ....,. . . ..' , . Or anizalionAnnualFee(pncirlObased on schadule) 1 $ 19,000 $19.000 'ederal, Sta e Founaauon Un~rrrted Research Sub Account Mananement Includes 1 D9I' ofOnsite Tranng ($3000Value) CBO Adel-On 0 $ 10000 $ - P,ce is oar 50 Extemal Users ~...mClient 1 44% 1$8,JcnlllJ "58 F Be 1 Grants AdM Fee-_5lI 1 $ 25000 $25000 Unhnited PursLit Includes Peak 50 u Basic S9!Vlce & Buopro Overage Prlte 0 $ 1,200 $ - File DownloedJR8cov8IV Disc Cl8lt1on and Backup (Ann ual M nmum) Anrual (currulalive of an files) 1 $ 500 $500 Add CUMerll' Disc CreaMn (files dUnn" period) 0 $ 1,BOO $0 Add III on hlv Disc Cre Ion (THOS dunno period) 0 $ 3,000 $0 Discounts B eta Client Discount 1 am;, ($22.50000) Annual SUbscription Rata per Year- $26,197.00 Pro-''-ad 151 ~rt81I (e......s 211512007 - 101J1J2D07) Due 2115<2lII7 $lJ,173 Previous Payrren! for Grants Locat", credUed to....rds por-rated 1 st P"Irrent. ~d p~.rt81Ile......s 111112007 _ 101J1J2D1II1 Due 100112lD7 $26 197.00 o erlllitions & T enns 'Peak GruID Lore! The PeakGmris Level lS deteuniredbyCustamer and eCi:vis up:m inceptioncfthe license. TIe Peak Granis Level is the mo.ximtm'\ number ofe.wuded grant irrstance$ withine.n of _mer', projects C'Grm"~ with..tatus otller then "c]o.,d" For exempe, "Feolc Gr8n.. Le..150" will lllClude up 10 j) SimUU'MO,," gront ms_.. throughout C1ls1o",,,'s ",live projecb. Ovorap Jould tile client exceed tile Fe.kGr8nb Level d~ tile 1enn, """lOge f.., will be colculaledos the Per Gr8nto,..lOg' Foe ($IJJO!~) multiplied bythe n1lJllberofg>enb """rondolx1v the licensed PeolcGr8nts ~J. Fe..willbe pro-ro1ed thro~h tile en:! of the ther>c1lnOnt 1erm. C_mer sIWll"YIo eCiviswithintltrty(30) dal"'notic. the Ie_rof: (l)tIle """reg' lee olculaled 00"""; or (2) the pro-ralodfe. fbrl~ P.oIcGr8ntsLev.lind1>lmg .roughgraJ\blo cover Customer's us'!:. "'co~ 10 eClVls'stllencunelll published f"s,in 1O!OChc..e ....usk:lmer shall be deemed D M'\Ie lice1'lSled su::h higherPeakGrarts Level fortle restoftht then.cunerttenn.. enn Renewal fthis Agreement lS .ubmaticollyrenewedpurslWlt b i.. te=, the Peolc Gr8nlS Le..l ilr tile rere1iied 1erm sholl be the big"",t ,,",,-1Gr8n.. Levelocru.v.d bye_mer 01 the 'Mofthe xprmg term. As notcdon the CO"A'lf p!gc of this Agreement, theree, for anyrere\Wl1enn shall be calculated. es a. fwe pel't'cnt (5%) increase over fre fees rei' 1he exJ:Uing term "'ow Modulo. ems mse:rves the right t:J p.ovide New tvbdu1.es to chenis. Shedd C'OSlomer op to license mysuch New Mcdules, fees maybe calculated as: an UIlIIal fee or e. per grant add~n fee ilr ell h rant.......d inoc<orlarce witht~ P.oIc Gr8nb Levelouthnedherem n. Software OroanizatiOl'l RellJo Fee ORM Set User Creation Up to 4Il Hours of Corti cralion Data Collection & Hlstor~ Grants innut I Federal, State in GN I Oraamz:a Ion pec l~rCil s On-SUe InUial Trainino 2Sessionsld"l olma>< 25 ppVsession Travel bilied at cost not to exceed $500lday t$~~ Docounts Beta Client Discount ~ . Grants Nel'MlrkTrainino 2 SesslOnsld9l' of mal< 25 ppVsession On-BUe Professional Delelo rrent Traininn Max 25 ppVday Materials Up to 4 hours custorrization 30 $ 50 $1.500 10 $ 100 l1000 2 $ 2,500 $5,000 2 $ 500 $t 000 1 $ 1 ($13 500 om ~ 5000 $0 One Time FeeT 01'" $3,lDo.OO A eCIVIS Confidential 2/12/2007 Page 1