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HomeMy WebLinkAboutExhibitPage 1 of 6 Civis tools for mots so se This Agreement is made by and between: eCivis, Inc., a Delaware corporation ("eCivis") 418 N. Fair Oaks Ave. #301 Pasadena, CA 91103 Fax: (626) 628-3232 Sales Contact: Corey Coll ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT Date Contract No. 2/24/2015 7588 and City of Miami, FL ("Customer") 444 S.W. 2nd Ave Miami, FL 33130 Phone: (305) 416-1907 Principal Contact and Master Access Holder: Lilian Biondet This Agreement, and the Exhibits attached hereto, set forth the business relationship between the parties and the terms and conditions under which the following products are licensed and Services are provided to Customer, and supersedes all previous agreements between eCivis and Customer. GN: Recurring Annual Subscription Fee Description Units Avg Unit Price Total Price GN: Pre -Award AND Post -Award — 50 User Licenses Pre -Award AND Post -Award Grants Management System 1 $33,833.00 $33,833,00 GN: Data Integration Access Access to Additional Features for Data Integration 1 $3,000.00 $3,000.00 GN: Recurring Annual Subscription Fee Sub -Total $36,833.00 GN: Non -Recurring Annual Subscription Fee Description Units One-time setup fee for GN: Data Integration 1 Avg Unit Price $6,000.00 Total Price $6,000.00 GN: Data Integration Setup Fee (CSV format) GN: Project Data Migration Fee (CSV format) One-time setup fee for GN: Project Migration 1 $3,000.00 $3,000.00 GN: Training One onsite GN training 1 $3,000.00 $3,000.00 GN: Non -Recurring Annual Subscription Fee Sub -Total $12,000,00 Multi -year Discount (85,074.95) Incentive Discount ($3,000.00) TOTAL PRICE $40,768.06 Subscription Period(s) and Payment Terms The Subscription Period of this Agreement will conclude 4/30/2018. Payment is due net 30 days from Invoice date. Cycle 1: Cycle 2: Cycle 3: Cycle 4: Cycle 5: 5/01/2015 through 4/30/2016 for a price of $40,758.05 5/01/2016 through 4/30/2017 for a price of $28,758.05 5/01/2017 through 4/30/2018 for a price of $28,758.05 5/01/2018 through 4/30/2019 for a price of $28,758.05 5/01/2019 through 4/30/2020 for a price of $28,758.05 Extension: This Agreement will be eligible for renewal for two extended two-year periods through mutually agreed upon purchasing vehicle, i.e. purchase order, or art executed agreement before the expiration of the original term listed above. Purchasing vehicles executed after the termination date of this Agreement are subject to then -current retail rates for all services provided. PRICE IS ONLY VALID IF AGREEMENT IS SIGNED ON OR BEFORE: 12:OOAM PST, April 30, 2015. IN WITNESS WHEREOF, the parties hereto have caused to be executed or executed this Agreement as of the day and year first above written. Accepted By: City of Miami, FL Accepted By: eCivis, Inc. By: By: (Authorized Signature) (Authorized Signature) Name: Title: Name: James Ha (type or print) (type or print) Title: CEO Date: Date: • Send invoice to (if different than address above): Page 2 of 6 eCivis Master Subscription and Service Agreement THIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT ("AGREEMENT") GOVERNS YOUR ACQUISITION AND USE OF ALL OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on January 2, 2015. It is effective between You and Us as of the date of You accepting this Agreement. Table of Contents 1. Definitions 2. Purchased Services 3. Use of the Services 4. Professional Services, Cooperation: Delays 5. Fees and Payment for Purchased Services 6. Proprietary Rights 7. Confidentiality 8. Warranties and Disclaimers 9. Limitation of Liability 10. Term and Termination 11. Governing Law and Jurisdiction 12. General Provisions 13. Mutual Indemnification 1. DEFINITIONS "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. "Professional Services" means work performed by Us for You by Our professional services division under this Agreement or any relevant purchase order. Such work may include, but not limited to, Grant Writing, Peer Review, Technical Assistance and/or Training services. "Purchased Services" means Services that You or Your Affiliates purchase under this Agreement for Grants NetworkTM, Professional Services or Nonprofit One-StopTM. "Services" means the products and services that are ordered by You and made available by Us online via the customer login link at http://www,ecivis,com and/or other web pages designated by Us. "Users" means individuals who are authorized by You to use the Services, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users are limited to Your employees. Non -employees such as Consultants, contractors and agents, and third parties with which You transact business may not be granted access. "We, "Us" or "Our" means eCivis, a Delaware corporation. "You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" means all electronic data or information submitted by You to the Purchased Services. 2. PURCHASED SERVICES Page 3 of 6 2.1. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and any relevant Purchase Order during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 2.2. User Subscriptions, Unless otherwise specified in writing, (1) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (11) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services. 3. USE OF THE SERVICES 3.1. Our Responsibilities. We shall: O provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of govemment, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations. 3.2. Our Protection of Your Data. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 7.3 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. 3.3. Your Responsibilities. You shall (I) be responsible for Users' compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the user guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third -party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks. 3.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on the number of grants that can be managed in Our Grants NetworkTM Tracking & Reporting product, on the number of grant applications, peer reviews and/or trainings provided by Us. Any such limitations are specified in the signature page of this Agreement. 3.5. Third Party Data. We do not own data or files submitted to Grants Network by third parties. You assume all risks that may occur from downloading third -party data or files. 4. PROFESSIONAL SERVICES, COOPERATION: DELAYS 4.1. Should this Agreement include Professional Services as part of its User Subscriptions and each party agrees to cooperate reasonably and in good faith with the other in the performance of such Professional Services and acknowledges that delays may otherwise result. You agree to provide, or provide access to, the following as needed, and when applicable, for Services that require Us to be at Your location: office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, complete and accurate information and data from Your employees and agents, continuous administrative access to its ecivis.com account, coordination of onsite, online and telephonic meetings, and other resources as reasonably necessary for satisfactory and timely performance of the Professional Services. 4.2. Each party agrees its respective employees and agents will reasonably and in good faith cooperate with each other in a professional and courteous manner in the performance of their duties under this Agreement to complete such Professional Services, 4.3, It is understood by You that delays in providing material or information resulting in missed grant application deadlines does not constitute non delivery of grant writing services by Us. We shall provide a reasonable timeline to ensure the delivery of Our Professional Services. 4.4 Peer Review Services. Should this Agreement include Peer Review services, upon mutual agreement by Us and You, Peer Review services may be exchanged with "customized services" of equivalent value, if such Services are available at the time of request. Such "customized services" may include, but not limited to, customized funding searches, consulting, coaching, and training. 4.5 You shall provide to Us written acceptance of each Professional Service listed in Exhibit A within 5 business days of Professional Services being delivered to You. Failure to provide written acceptance during this period shall be deemed acceptance of Professional Services delivered. 5. FEES AND PAYMENT FOR PURCHASED SERVICES 5.1. Fees. You shall pay all fees specified under this Agreement. Except as otherwise specified herein, (I) fees are based on Services purchased and not actual usage for Purchased Services, (1i) payment obligations are non -cancelable and fees paid are non-refundable and will not result in any refund or credit and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. 5.2. Invoicing and Payment, You will provide Us with valid and updated credit card information, or pay by check. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed under this Agreement for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated under this Agreement. Unless otherwise stated in this Agreement, invoice charge(s) are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Page 4 of 6 5.3, Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment). 5.4. Suspension of Service and Acceleration, If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, suspend Our Services to You until such amounts are paid in full. We will give You at least 7 days' prior notice that Your account is overdue. 5.5. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees. 6. PROPRIETARY RIGHTS 6.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and Interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. 6.3. Your Applications and Code. If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein. 6.4. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. 6.5. Suggestions. We shall have a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services. 7. CONFIDENTIALITY 7.1. Definition of Confidential Information, As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information is subject to open records requirements defined by state statute, unless explicitly exempt under state statute. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (II) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (ill) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (I) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein, Neither party shall disclose the terms of this Agreement other than its Affiliates and their legal counsel and accountants without the other party's prior written consent. 7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 8. WARRANTIES AND DISCLAIMERS 8.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially In accordance with this Agreement, (iii) We will not transmit Malicious Code to You, provided it is not a breach of this subpart (iv) if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) below. 8.2. Your Warranties. You warrant that You have validly entered Into this Agreement and have the legal power to do so. 8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING Page 5 of 6 ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9. LIMITATION OF LIABILITY 9.1. Limitation of Liability. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER, THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT FOR PURCHASED SERVICES). 9.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER' CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 10. TERM AND TERMINATION 10.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. 10.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified under this Agreement and continue for the subscription term specified herein. 10.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 10.4. Retum of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shah thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control. 10.5. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Limitation of Liability), 10.4 (Retum of Your Data), 11 (Governing Law and Jurisdiction), 12 (General Provisions) and 13 (Mutual Indemnification) shall survive any termination or expiration of this Agreement. 10.6. Opt -In for Cycles 4 and 5. Cycles 4 and 5 are optional cycles. You may choose to "opt -in" to this Agreement at your sole discretion provided that you give 30 days written notice prior to the end of the current cycle. 11. GOVERNING LAW AND JURISDICTION 11.1. 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. 12. GENERAL PROVISIONS 12.1. Anti -Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You team of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (legal@ecivis.com). 12.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.3. No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 12.4. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 12.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 5.2 (Invoicing and Payment). 12.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non -assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Page 6 of 6 12.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver Is to be asserted. 13. MUTUAL INDEMNIFICATION 13.1. Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a "Claim Against You"), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court -approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense, In the event of a Claim Against You, or If We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under "Our Warranties" above, (ii) obtain a license for Your continued use of the Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days' written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination. 13,2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable taw (a "Claim Against Us"), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court -approved settlement of, a Claim Against Us; provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense. 13.3, Exclusive Remedy. This Section 13 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section. [Remainder of page intentionally left blank, signature page is on the cover page to this Agreement] ECIVIS SOLE SOURCE JUSTIFICATION This document provides information useful to organizations requiring sole source justification for their subscription to eCivis Grants NetworkTM. eCivis is the most trusted and widely used web -based grants management system (GMS) among state and local governments. Today, we work with 1,800 plus clients, including over one-third of the 100 largest cities and counties in the U.S. by population. eCivis is the only independent software vendor (ISV) in the United States with the capabilities and expertise to implement a GMS in large or complex organizational structures. Our software is unique and propriety and has been accepted as a sole source service for over 10 years. Our sole source justification is demonstrated in these seven critical areas. Experience Founded in 2000, eCivis is Delaware Corporation, headquartered in California with offices in Arizona and Texas. We have delivered grants management technology solutions to more state and local governments than any other web - based GMS in the nation. We currently manage some of the largest municipal grant portfolios, including the City and County of Los Angeles, City of Chicago, City of Houston, Harris County, TX, Broward County, FL, City of Atlanta, City and County of San Diego and various state agencies across the country. No other vendor has this experience. Financial Stability eCivis is profitable, carries no debt, and has worked with many of its top clients for more than ten years. We are not a start-up, and we do not require funding to operate now or in the future. Our financial strength allows us to focus on positive customer outcomes rather than financial sustainability. Our 14-plus-year history of success and financial stability are among the top reasons we have been chosen by so many state and local governments across the nation. Grant Information/Integration Expertise Our grants information service, Grants Network: Research, is the only web -based solution maintained by a full-time research staff focused on finding, analyzing, and publishing highly relevant grants for government. It is the largest single source of grants information for state and local governments, with nearly 20,000 grants tracked each year. In addition, our Integration services are performed by eCivis employees. We do not require subcontractors or partners to deliver services, so there are no hidden risks, additional costs or third -party dependencies. System Design/User Support eCivis provides superior user support. First, we focus on adoption through well - designed, intuitive software, Our user interface was developed for ease of use and allows for fast and reliable data entry, reporting, management, and, most Toll Free: (877) 232-4847 418 N. Fair Oaks Ave., Suite 301, Pasadena, CA 91103 www.ecivis.com eCIVIS importantly, the likelihood of user adoption. Second, our dedicated service approach includes both on -site and web -based training as part of our proposals. There are no additional costs for support or training. And each one of our professional service staff has extensive experience with implementation and support with public sector clients. Our customer satisfaction, technology infrastructure, and security also rank among the top providers in any industry. Enterprise Capabilities/Product Maturity Our product capabilities are some of the key reasons eCivis works with so many large state and local governments. Our largest clients manage $500 million to $2 billion in active grants annually, with hundreds of users accessing the system. Our product maturity has allowed us to integrate and connect to tier 1 and tier 2 ERP (e.g., Oracle, SunGard IFAS, PeopleSoft, and CGI Advantage) and financial systems, creating a full -cycle grants management platform. This has allowed us to avoid adding cumbersome features and forcing additional data entry by users. Instead, we focus on efficient processing by coordinating with your system of record and/or other core data systems. Customer Focus eCivis relies on the input and testing of products by its Client Advisory Board (CAB). The eCivis CAB consists of thought leaders in the grants management profession from some of the largest and most active municipal organizations in the country. CAB members meet a few times per year to advise eCivis and to support the development of meaningful technology to empower organizations in their pursuit, attainment, and management of grant funding. No other vendor integrates this level of client input into their software. Speed of Innovation We believe in developing meaningful, innovative technology so our clients experience increasing value year -over -year. Our product and technology team develops and releases software improvements in approximately 4-6 week cycles. New features and/or products are released in 3-12 month cycles depending on the scope of each feature or product. Our singular focus on state and local government grants management allows eCivis to innovate faster and more effectively than any other vendor. Sincerely, James Ha President & CEO Toll Free: (877) 232-4847 418 N. Fair Oaks Ave., Suite 301, Pasadena, CA 91103 www.ecivis.com Sami Hoda Vice President, Product & Technology eCIVIS eCivis, Inc. eCivis, Inc. Toll Free: (877) 232-4847 418 N. Fair Oaks Ave., Suite 301, Pasadena, CA 91103 www. ecivis. com E Introduction eCivis is pleased to submit the following proposal to the City of Miami, FL for its review and consideration. This proposal outlines our expertise in building and implementing grants management solutions on a large scale. Our grants management system was built by grant professionals. We have over fourteen years of best practices incorporated into our products and professional services. We have worked with thousands of local governments and state agencies across the country. We understand the unique challenges of standardizing solutions while incorporating flexibility and speed of implementation. We look forward to exploring this opportunity with you. Sincerely, Corey Coll Enterprise Account Executive o: 623.239.3254 l c: 702.372.4323 f: 626.628.3232 l e: ccoll@ecivis.com www.ecivis.com l blog.ecivis.com C IV I Overview WHO WE ARE eCivis, founded in 2000, is the nation's leading grants research and management solution. Our products and services incorporate over fourteen years of best practices into a single, seamless grants management system to ensure our customers benefit from intelligent grant analysis, proven processes, and efficient workflow. eCivis is the foundation for some of the largest grant portfolios in the country. Here is a small sample of clients using eCivis: COUNTIES NATIONWIDE Palm Beach County, FL Cook County, IL Harris County, TX San Diego County, CA Orange County, CA Boone County, KY Douglas County, NE Adams County, CO El Paso County, TX Sonoma County, CA Solano County, CA States Arizona Iowa CITIES NATIONWIDE Los Angeles, CA Chicago, IL Tulsa, OK Fort Worth, TX Aurora, CO Tacoma, WA Milwaukee, WI El Paso, TX Orlando, FL Cincinnati, OH Detroit, MI Santa Clarita, CA Riverside, CA San Diego, CA Chula Vista, CA Pittsburgh, PA eCivisProposal l Confidential Page2 eG ls Proposal OBJECTIVES 1. eCivis will provide Grant Management Software to improve organizational visibility into city's grants portfolio, decrease long-term costs associated with the management of grants and improve capacity by eliminating non -value added efforts to support the tracking and reporting of grant information. Features include: • Project/Grant Management Support o Secure, web -based access using any current Internet browser o Build custom reports o Create an unlimited number of projects/programs o Set up project teams with specific permissions for each team member o Select project teams across multiple departments o Align projects to organizational & departmental strategic objectives o Track both original funding and allocation of a funding pool to unlimited Sub -Recipients o Supports usage by both internal organization staff, as well as limited access to users outside the organization o Supports ability to import funding opportunities unique to the organization and not found within the Research database • Grants Workflow Support o Supports a traditional grants workflow including application, award, implementation, reporting, close-out and archival. o Integration of grants information from GN: Research database such as due date and matching information o Automated alerts to project team upon material change in grant application or compliance requirements o Automated alerts sent to central management or finance when key milestones are achieved o Collection of key financial, performance period, and compliance information o Assign tasks to project team members o Create customized tasks and set reminders o Schedule and assign all post -award financial and progress reports o Alerts to indicate when tasks are not completed o Configurable calendar functionality o Validation of critical data entered to ensure they are completed correctly o Detect and notify if multiple departments are evaluating or applying for same grant program o Configurable to conform to the required grant process flows of the organization eCivisProposal I Confidential Page3 • Unlimited File Management Capabilities o Upload an unlimited number of documents at each stage of the grants workflow (Upload up to 8 documents at a time up to 25Mb, no single file to exceed 10 Mb.) o Automatically associate documents with grants workflow steps o Support retrieval of documents at project, departmental and organizational levels by document category o Paperless audits with limited view only access for outside auditors • Sub -Grantee Management o Comprehensive sub -grantee management and monitoring solutions, including workflow and approval support • Allocate grant requirements to sub-grantee(s) and track their performance o Aggregate grants compliance data from sub-grantee(s) to improve compliance reporting o Automate the management and monitoring of progress for each project and , grant, including sub -grantees that fall under A-133 audit requirements o Manage performance and compliance supplements o Manage and monitor allowable costs o Paperless audits using unlimited upload • Data Integration o Integrate reimbursement expense budget and performance metric data from one, or many, sources to eCivis automatically o Improve reporting accuracy and efficiency o Eliminate time and risk associated with double -entry of data o Drive down costs associated with managing your grants portfolio and dramatically increase capacity eCivisProposai I Confidential Page4 Proposal BENEFITS Few, if any, firms combine grants expertise with grant -focused software development to allow organizations to dramatically improve its ability to locate and manage grants. More importantly, we believe no other company will be as invested, and committed, to your needs more than eCivis. As such, we believe Miami, FL would benefit from the proposal in the following ways: 1. Focus. eCivis understands grants and the unique challenges that come with standardizing such a complex process. We've worked with thousands of organizations and gathered feedback from thousands of clients to develop our sole source grants research system and management tool. 2. Speed. eCivis possess the resources and expertise in grants management to support our clients. Due to our singular focus on grants, eCivis solutions will be more reliable and faster to implement than any other provider or internal option. 3. Cost. eCivis will reduce the costs associated with finding and applying for grants and essentially eliminate the cost of maintaining and upgrading a grants management system internally. 4. Experience. eCivis has over 14 years of experience developing and managing large organizations' grant programs. We currently partner with nearly 2,000 local governments organizations and support many of the largest grants portfolios in the country. 5. Implementation Support. eCivis can implement services on a large scale level. eCivis has had success with large rollouts. eCivis has trained over 35,000 people in system use, over 10,000 in grantsmanship, and supports over 30,000 system users daily. eCivisProposal 'Confidential Page5 1. Provide price proposal as requested on the Price Page attached herein. in addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items In the Sample Items List in Attachment A. CDW'G offers an additional 2% discount beyond the applicable category discounts for all HP products. ITEM NO. PRICING GROUP DISCOUNT OFF VERIFIABLE PRICE INDEX Group 1 Systems 1. Desktops 2. Notebooks 3. Tablets 4. Servers (1 Processor, 2, Processor, 4+Procesor, Blade, Tower, Unix, Handhelds, etc.) Group 2 Input Devices 5. Keyboards 6. Mice 7. Imaging Scanners 8. POS Scanners 9. Pointing Devices 10, Bar Code Readers 11. Audio Input 12. Input Adapters 13. PC and Network Cameras 14. input Cables 15. Input Accessories Group 3 Output Devices -1 B. 17. 18, 19. 20. 21. 22. 23. 24. 25. 26. 27. 2e.. 29, 30. 31. 32. 33. 34. 35. Displays .. Printers lnkjet Printers.._ . . Inkjet Photo Printers Laser Printers Label Printers Dot Matrix Printers Multi -Function Printers Wide Format Printers Multi -Function Inkjet Printers Wide Format Printers Fax Machine Printers Printer Accessories Projectors Projector Accessories Audio Input Video Cards Sound Cards Output Accessories Printer Consumables CDW Government LLLC 02/14/2013 The City of Tucson Information Technology Solutions Page 51 2.00% 2.00% 2.25% 2.25% 3,50% 3.50% 4.50% 4,50% 3.50% 3.50% 3.50% 3.50% 3.75% 8,00% 3.50% '3.25% 3.50% 3.60% 3,50% 2.25% 3.50% 2.25%u 2.25% 2,25% 2.25% 2,25% 2.25% 3.75% 3.25% 3,25% 2,25% 2.25% 2.25% 2,25% 2.25% ITEM NO. PRICING GROUP DISCOUNT OFF VERIFIABLE PRICE INDEX Group 4 Memory 36. Desktop 5,00% 37. Flash 4.25% 38. Networking 4.25% 39. Notebook 5.00% 40. Printer/Fax 4.25% 41. Server 4.25% Group 5 Storage Devices 42. Adapters Fibre Channel 43, Adapters FireWire/USB 44. Adapters 1DE/ATA/SATA 45, Adapters RAID 46, Adapters SCSI 47, Bridges & Routers 48. Disk Arrays 49, Disk Arrays JBOD 50. Drives Magneto -Optical 51. Drives Removable Disk 52. Fiber Channel Switches 53. Hard Disks External 64. Hard Disks fibre Channel 55. Hard Disks IDB/ATA/S 56, Hard Disks Notebook 57, Hard Disks SCSI 58. Networking Accessories 59. Optical Drives CD-RO 60. Optical Drives CD-RW 61. Optical Drives DVD/C 62. Optical Drives DVD-R 63.. Storage Accessories 64. Storage NAS 65, Storage SAN 66. Tape Autoloaders AIT 67, Tape Autoloaders DAT 68. Tape Autoloaders DLT 69. Tape Autoloaders LTO 70. Tape Drives 4mm 71. Tape Drives 8mmNXA 72. Tape Drives AIT 73. Tape Drives DAT 74. Tape Drives DLT 75. Tape Drives LTO/Ultrium 76. Tape Drives SDLT 77. Tape Drives Travan CIDW Government L.LC 02/14/2013 The City of Tucson Information Technology Soltitions Page 62 3.50% 3'.50% 3.50% 3.50% 3.50%n 3,50% 3.50%u 3.50% 3,50% 2.75% 3.50% 2.75% 3.50% 2.75% 2,75% 2,75% 2.75% 2.75% 2.75% 2.75% 2.75% 2.75% 3,50%0 --3.50% 3.50% 3,50% 3.50%0 3.50% 3.50% 3.50% 3.50% 3.50% 3.50% 3.50%. 3.50%0 3.50% k ITEM NO. PRICING GROUP DISCOUNT OFF VERIFIABLE PRICE INDEX Group 6 Network Equipment 78. 10/100 Hubs & Switch 79. Bridges and Routers 80, Gigabit Hubs & Switches 81. Concentrators and Multiplexers 82. Hardware Pirewalls 83, Intrusion Detection 84. KVM 85. Modems 86. Network Test Equipment 87. Network Adapters 88. Network Cables 89. Network Accessories 90. Repeaters and Transceivers 91. Wireless LAN Accessories 92. Token Authentication 93. 10G Fiber Optic Transceivers 94., 1G Fiber Optic Transceivers Group 7 Software 95, 96. 97. 98. 99. 100. 101. 102. 103. 104. 1.05. 106, 107. 108. 109. 110. 111. 112. 113. 11.4. 115. 116. 117. 118. 119. 120. 121. 122. 123. 124. 125. 128. Licensing Packages (i.e., Microsoft Open Value, Microsoft EES) Licensing Backup Licensing Barcode/OC Licensing Business Application Licensing CAD/CAM Licensing Cloning Licensing Computer Services Licensing Database Licensing Development Licensing Entertainment Licensing Financial Licensing Flow Chart Licensing Graphic -Design Licensing Handheld Licensing Network OS Licensing OS Licensing Personal Organization Licensing Presentation Licensing Reference Licensing Report Analysis Licensing Spreadsheet Licensing Utilities Licensing Warranties. Licensing Web Development Licensing Word Processing Software Backup Software Barcode/OCR Software Business Application Software CAD/CAM Software Cloning Software Computer Services Software Database COW Government.LLC 02/14/2013 The City of Tucson Information Technology Solutions Page 53 2.75% 2,75% 2.75% 2.75% 2,75% 2,75% 2.25% 2.75% 2.75% 2,75% 8.00% 2,75% 3.25% 2.75% 15.00% 3.25.% 3.25% 3.25% 3.26% 3,25% 3.25% 3.25% 3.25% .3,25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3,25% 3.25% 3.25% 3.26% 3.25% ITEM NO. PRICING GROUP DISCOUNT OFF VERIFIABLE PRICE INDEX Group 7 Software Continued 127. Software Development 128. Software Entertainment 129. Software Financial 130. Software Flow Chart 131. Software Graphic Design 132. Software Handheld 133. Software OS 134. Software Personal Organization 135. Software Presentation 136, Software Reference 137. Software Report Analysis 138. Software Spreadsheet 139. Software Utilities 140. Software Warranties 141. Software Web Development 142. Software Word Processing 3.25%. 3,25% 3.25% 3,25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25% 3.25%0 3.25% 3.26% 3,25% 3.25% 3.25% Group 8 Media Supplies 3.75% 143. Media 4mm Tape 144. Media AlT Tape 145. Media DAT Tape 146. Media DLT Tape 147. Media LTO/Ultrlum Tape Drive 148. Media Magneto -Optical 149. Media Optical 150, Media SLR Tape 151. Media Travan Tape 162. Media VXA Tape 153. Media Zip Group 9 Collaboration and IP Telephony 154. IP Phones 155. Video Conferencing products 156. Voice Gateways/Servers 157. Headsets 168. Audio conferencing products 169. Analog phones 160. accessories Group 10 Other 161. Advanced Integration 162. Asset Disposal 163, Asset Management . 164. Cables • 165. Cables Custom 166. Cables Printer 167. Complex Warranties 168.• Desktop Accessories 169, Display Accessories 170, Electronic Services, 171. Handheld Accessories 172. Imaging Accessories CDW Government LLC 021/4/2013 The City of TUcson Information Technology Solutions • Page 84 3.75%Q 3.75% 3.75% 3,75% 3.75%a 3.75% 3.75% 3.75% 3.75% 3.76% 3,75% 2.75%a ----2:75%0 • - 2.75%0 2.75% 2.75% 2.75% 2.75% 2.00% 2.00% 5.00% 8.00% 8.00% 8, 00% Z00% 5.00% 3.25% NIA% 5.00% 3.76% ITEM NO. PRICING GROUP DISCOUNT OFF WRIF1AI3LE PRICE Group 10 Other continued 173. imaging Camcorders 174. ,Imaging Digital Cameras 176. Internal Lab Service 176. Lab Fees 177. Managed Services 178. Miscellaneous Solutions 179. Mounting hardware for vehicles 180. Networking Warranties 181. Notebook Accessories 182. Notebook Batteries 183. PC Lab Order Services 184. POS Accessories 185. POS Displays 186. Power Accessories 187. Power Surge Protection 188. Power UPS 189. Server Accessories 190, Service charge 191. System Components 192. Training Courses 193. Training Reference Manuals 1.94. Warranties Electronic Group 10 Additional Proposed Categories 202 'Pad/Tablet Stylus 203 Mouse/Wrist Pads 204 Security Locks. and Hardware 205 Tools 206 Document Scanner Accessories 207 Flatbed Scanners 208 Mobile Scanners _209 Network_Scanners_.. 210 Sheetfed Scanners 211 Wide Format Scanners 212 Workgroup/Departmental Scanner 213 Build to Order Desktops 214 Nettop 215 Point of Sale 216 Ultra Small Form Factor 217 Apple Mac Memory Upgrades 218 Chips/SIMMs/SlPPs/ROMs 219 Computer Cases 220 CPUs/Fans 221 Memory Accessories 222 Motherboards/Chassis 223 1..2 Port Serial Boards CDW Government LLG 02/14/2013 The City of Tucson Information Technology Solutions Page 80 INDEX 3.75% 3.75% N/A% 2.00% 2.00% NIA% 4.00% 2.00% 4.00% 3.76% NIA% 3.50% 3.25% 2,25% 4,00% 2.25% 2.25% NIA% 4.25% 2.'00% 2.00% 2,00% 5.000% 5.000% 20.000% 5.000% 3.750% 3.750% 3.750% 3.750% 3,750% 4.500% 2.250% 2.250% 2.250% 2.260% 4.250% 4.250% 4.250% 4.250% 4.250% 2.750% 2.760% 224 3+ Port Serial Boards 225 Console Server. 226 Device Server 227 Terminal Servers 228 Content Management 229 FirewallNPN Appliances 230 Multifunction Security Applian 23.1 Network Camera Accessories 232 Network Cameras - 233 233 Physical/Environment Sdct Hty 234 Security Appliance Accessories 235 Security Tokens 236 Unified Threat Management 237 2-Way Radios/Walkie Talkies 238 Apple Notebooks 239 Convertible PCs/Slate PCs/PAD 240 iPAD 241 Slate Tablet Computers 242 GPSIPDA 243 Wireless Communication Devices 244 Batteries 245 Power Supplies/Adapters 246 Rackmounting Equipment 247 Remote Power Management 248 Surge Suppressors 249 UPS/Battery Backup 250 14" & Smaller LCD Display 251 15-19" LCD Display 252 15-19" Wide LCD Display 253 15-19" Wide LED Display • 254 20-30" LCD "Display -_ . 255. 20-30"•Wide LGD-Display • 256 20-30" Wide LED Display 257 PColP and Zero Client Displays 258 Arm Mounts 259 Ceiling Mounts 260 Combo Mounts 261 Desktop Stands/Risers 262 Flat Wall Mounts 263 Mount Accessories 264 Pole Display 265 Stands/Carts/Feet 266 Tilt Wall Mounts CDW Government 02/14/2013 The City of Tucson Information Technology Solutions Page 66 2,750% 2.750% 4.000%6 2.750% 2.750% 2.750% 2,750% 2.750% 2.750% - 2.750%- 15.000%a 2.750% 2.750% 3.500% 2.250% 2.250% 2.000% 2.000% 4.250% 3.000% 3.750% 2,250% 2.250% 2.250% 4.000% 2.250% 3,250% 3.250% 3.250% 3,250%u 6,000% 3,500%- - 3.250% 3.250% 3.250% 3.250% 3.250% 3,250% 3.250% 3,250% 3.250% 3.500% 3,250% Group 11 Services — Offerors may offer a discount off list price or an hourly rate. Pricing may vary by manufacturer and by region of the country. Offerors should indicate any manufacturer and regional variances. 195. Design and Analysis % 196, Configuration 197. implementation r w � ''t r, a' }r,�� � .•' % 19B. _ _ Installation 19D. Training ..s '. .r,:._...... AID 200.. Maintenance and Support % 201. Additional Services Offered (On a separate page list the additional services offered and.their applicable discount) CDW Government LLC 02/14/2013 The City of Tucson Information Technology Solutions Page 57 Detail by Entity Name Page 1 of 2 Detail by Entity Name Foreign Profit Corporation ECIVIS, INC. Filing Information Document Number F09000000542 FEI/EIN Number 870732535 Date Filed 02/10/2009 State DE Status ACTIVE Last Event REINSTATEMENT Event Date Filed 10/26/2010 Event Effective Date NONE Principal Address 418 N FAIR OAKS AVE 301 PASADENA, CA 91103 Changed: 02/08/2011 Mailing Address 418 N FAIR OAKS AVE 301 PASADENA, CA 91103 Changed: 02/08/2011 Registered Agent Name & Address INCORP SERVICES, INC. 17888 76TH COURT NORTH LOXAHATCHEE, FL 33470 Name Changed: 10/26/2010 Address Changed: 10/26/2010 Officer/Director Detail Name & Address Title DIR FERNANDEZ, KIRK http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 2/24/2015 Detail by Entity Name 418 N FAIR OAKS AVE, SUITE 301 PASADENA, CA 91103 Title CEO HA, JAMES 418 N FAIR OAKS AVE, SUITE 301 PASADENA, CA 91103 Title S CHANG, GRACE 418 N FAIR OAKS AVE, SUITE 301 PASADENA, CA 91103 Annual Reports Report Year 2012 2013 2014 Filed Date 03/12/2012 02/05/2013 01/10/2014 Document Images 01/10/2014 — ANNUAL REPORT 02/05/2013 -- ANNUAL REPORT 03/12/2012 -- ANNUAL REPORT 02/08/2011 -- ANNUAL REPORT 10/26/2010 -_ REINSTATEMENT 02/10/2009 -- Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Coovrioht c? and Privacy Policies State of Florida, Department of State http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqui