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HomeMy WebLinkAbout2003-044 Agrmt - Integrated Info 04/08/03 10:17 '0'541 488 5311 CITY HALL-ADMIN. @ 001/001 iDs- CJ ~enf.l' "I '1.'I,,'I,""Uld r',~"'"', ~ ~ . "~II I ~' I:. I; ~i,' I: ~ II'" ,.III"" _ _ _ ....",'11...1..1.11.110 CitizenServe Order Form: Integrated Information Systems, Inc. Atm: AccountS Payable 1480 S. Hohokam Tempe, AZ 85281 Voice: 480-311-8000 Fax: 480.317-8010 Contact Name: Adam Hanks Municipality: City of Ashland, Oregon 8111ing Contact Name: Adam Han~ Ac::counts Payable Contact Veronica Vlach - 541-552-2028 Billing Address: 20 East Main Street City: Ashland Office Phone; 541-552-2046 Fax: 541488-5311 Number of User Licenses: 1 Mo. Price Per LIcense: $ 100 State: Oregon Zip: 97520 Mobile Phone: E-mail: adam@ashland-of.us End Date of Sfa",lee $ 1.200 ~hJ C//7/08 Total Cost Stan Date of Service Purchase Order # Type of Credit Card a MasterCard o Visa a Discover a American Express Credit Card #: ____...____-______..____ Exp..Date: I authorize Integrated Information Signed: Title: Date: 1J'f. OJ . d ~ ~/rSHJ Terms and Conditions of Use Your signature above constitutes agreement with the CltlzenServe Terms of User Agreement Details: ~iU Sales :Rep. Office U.se Only Start Da~: End Dnle: 04/08/03 10:16 '0'541 488 5311 CITY HALL-ADMIN. 141 001/001 ,.......~~ - ~ser.\/e ClllzenServe Orde~ f'onn: IntCErated Information Systems. loe:. Ann: AocoWl.u Payable 14BO S. Hobobm T~AZ 852111 voice; 4&0...3 t ?8000 f"a>r,: 4.ll0.317..80 I 0 CoIl\.8~ Name: Adam Hanks Municipality: City of Ashland. Oregon aill~g 'c,Ontaot N~m~: Adam Hanks ~u~ts Pa~ble ~~d; V cronica Vlach - 541-552-2028 aming Add...~: 20 East Main Street Oty: Ashland $tal8: Oregon Zip: Oftlca Phone: 541-552-2046 Mobile Phone; Fax: 541-488-5311 E-maU: a.dam@ashland.or.us Reason fur SSNlcu$ Wor1t: No data migration scheduled / no custom work scheduled 97520 Number of Service HOUni: o 125 2,500 Cost per Hour. $ .ActIvation FeEl $ CltlzenAccess PaQM: a No CltfzenAcc:uss Pil~$ Fee: $ Tmlnlng FeEl: $ ToLaI Cost: :s~~;p~~;~f'~~~)~':"'" ..:' $ 2,500 End D~ of Sarvk:::s ~'~~,~~~~~1!;>:\.'.'.~::;..:: Open T ypa of Cnldlt Caro Credl~ Card #: o MaS\etCard lJ VIsa o DI$~r 0 Amertcan Expn3SS ~i~:~n:~~'~%f EJ;p. D~19: --'-- lan~s per th~ .~~~~.,I~.f~~.~~Qn: ;(jJ:.::~:;.:, ';,~~~:;. 0'(. d 3 ~ d..3 T~ Delalls: - Activation w Setup: Initial Admlnlslratof RJghts. Initial Usar Rights, Case Managemenl Flow, Template DeslQn, Admin 3rchl~un3 - Act.IvaUon - Install: Pl'tlplietary ~rod\Jctlo" Database, Remota Aceass - CA Pages: DeslQn. Ins1aIl, sUpPOrt and cOl\f1gure regular dalB trBnsfer from A$f'lland's CA Pages 10 Its CS production da\abase- . Tr.alnlng: Two (2) onslle wining dsy$ for Initial city user ba~a and admlnlstmlort; I~ .s~ R..:;p. omc:e UIe ODly 518rt DII""; EodDllt4;:: CitizenServe Terms of Use Agreement BY SIGNING THIS DOCUMENT OF SERVICE AGREEMENT, INTEGRATED INFORMATION SYSTEMS, INC. AND CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF INTEGRATED INFORMATION SYSTEMS CITIZENSERVE.COM ON-LINE SERVICE. THE TERM "CUSTOMER" REFERS TO: THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO INTEGRATED INFORMATION SYSTEMS. A. Welcome: As part of the Service, IIS will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the CitizenServe.com website incorporated by reference herein, including but not limited to the Use Guidelines, Privacy, and Security Statements. For reference, a Definitions section is included below. B. Definitions: As used in this Agreement and in any Order Forms now or hereafter attached hereto: "Agreement" means this services agreement, and any Order Forms, whether written or submitted electronically, and any materials available on the http://www.citizenserve.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by IIS from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service; "Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to IIS via this document or web site; "Customer Data" means any data, information or material provided or submitted by Customer to IlS via CitizenServe.com in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by signature or the date Customer begins using the Service; "Initial Term" means the period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process, i.e. if the billing frequency is quarterly, the Initial Term is three months; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict termsofuse 1 IlS between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; IIS means Integrated Information Systems, Inc., a Delaware corporation, having its principal place of business at 1480 E. Hohokam Tempe, Arizona 85281; "CitizenServe.com Technology" means all of IIS' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by IIS through the CitizenServe.com Service in providing the Service; "Service(s)" means the online constituent relationship management, code enforcement, data analysis, and other municipal ERP services developed, operated, and maintained by IIS accessible via http://www. CitizenServe.com or other designated web site or IP address or ancillary services rendered to Customer by IIS, to which Customer is being granted access under this Agreement, including the CitizenServe.com Technology and the Content; "System Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer's use of the Service; "Use Guidelines" means the guidelines for use of the Service promulgated from time to time by IIS pursuant to this Agreement and found at http://www.citizenserve.com; "User(s)" means Customer, its employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by IIS at Customer's request). C. Charges and Payment of Fees: Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made quarterly or annually, consistent with the Initial Term, at Customer's election. License fees are nonrefundable whether or not User licenses are actively used. Customer must provide IIS with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term) (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing period will be charged for that billing period, on a pro rata basis, as well as the subsequent billing period. IIS reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e- mail. D. Billing and Renewal: IIS charges and collects in advance for use of the Service. IIS will automatically renew and bill Customer's credit card or issue an invoice to Customer (a) every quarter for quarterly licenses, (b) semi-annualy for semi-annual licenses, or (c) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current number of total User licenses times the then- current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis, onlinesolution' fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on IIS' income. Customer agrees to provide liS with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an termsofuse 2 IlS authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, IIS reserves the right to terminate Customer's access to the Service in addition to any other legal remedies. For credit card payers, invoices will be generated at the start of a license or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. If Customer believes that the bill is incorrect, Customer must contact IIS in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. E. Non-payment: In addition to any other rights granted to IIS herein, IIS reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or IIS initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that IIS may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees. F. Suspension of Service: In the event Customer's account becomes thirty (30) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, IIS reserves the right to suspend the Service provided to Customer. IIS also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that IIS has no obligation to retain the Customer Data if the account is more than 30 days overdue, and such Customer Data will be irretrievably deleted if the account is unpaid after 60 days. G. Privacy & Security: IIS' privacy and security policies are attached to this document. IIS reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. H. License Grants: IIS grants Customer a non-exclusive, non- transferable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer grants to IIS the non- exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the CitizenServe.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. IIS shall not use the Customer Data for any purpose other than to provide the Service to Customer. All rights not expressly granted to Customer are reserved by onliinesolutions and its licensors. termsofuse 3 IlS I. Restrictions: You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or as IIS sign this license or the Content to any third-party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. J. Third-party Interaction: Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the CitizenServe.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. IIS shall not use the Customer Data for any purpose other than to provide the Service to Customer. K. Customer Responsibilities: Customer is responsible for any and all activities that occur under Customer's user accounts. Customer shall: (i) notify IIS immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to IIS immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; (iv) assure that use of the Service by Customer's Users shall at all times conform to the Use Guidelines; and (v) not impersonate another CitizenServe.com user or provide false identity information to gain access to or use the Service. L. Account Information and Data: All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not IIS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and IIS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), IIS will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests. IIS reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non- payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and IIS shall have no obligation to maintain or forward any Customer Data. M. User Conduct: Customer agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Service. In addition, Customer agrees to adhere to the Use Guidelines attached, which may be updated by IIS in its sole discretion from time to time. N. Termination/Reduction in Service Level: This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one year or five years as determined by Customer's election and documented on the corresponding Order Form, commencing on the date Customer agrees to pay for the Service as noted on the Order Form. This Agreement will automatically renew upon the expiration termsofuse 4 IlS _m1e1li~JC:lc__ of the Initial Term. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least 30 days prior to the end of the then current term, early termination penalties will apply as outlined below. No refunds will be grated for prepaid charges. Customer agrees and acknowledges that lIS has no obligation to retain the Customer Data more than 60 days after termination, and may delete such Customer Data. O. Termination for Cause: Any breach of Customer's payment obligations, Use Guidelines, unauthorized use of the CitizenServe.com Technology or Service will be deemed a material breach of this Agreement. lIS, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. Customer agrees and acknowledges that lIS has no obligation to retain the Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 60 days of notice of such breach. P. Early Termination Penalties: Contract Termination Term Period Penalty 1 year Within the 25% of the annual subscription first 30 days amount minus any payments on said term 1 year Within the 50% of the annual subscription first 90 days amount minus any payments on said term 1 year After 90 days 100% of full subscription value minus any payments on said term 5 year Within the 50% of the annual subscription first 30 days (first year) amount minus any payments on said term 5 year Within the 100% of the annual first 90 days subscription amount minus any pavrnents on said term 5 year Within the 25% of the full subscription first year amount (5 year) minus any Payments On Said Term 5 year Within the 50% of the full subscription second year I amount (5 year) minus any payments on said term 5 year After two 100% of the full subscription years amount (5 year) minus any a ents on said term Q. ns Ownership: lIS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CitizenServe.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, CitizenServe.com Technology or Intellectual Property owned by lIS to Customer. The lIS and CitizenServe.com name, logos, and the product names associated with the Service are trademarks of lIS, and no right or license is granted to use them. R. Representation & Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement. lIS represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with the Use Guidelines. S. Mutual Indemnification: Customer shall indemnify and hold lIS, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; termsofuse liS 5 (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that liS (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases IIS of all liability and such settlement does not affect liS' business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim. IIS shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attomeys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attomeys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of liS of the representations or warranties; or (iii) a claim arising from breach of this Agreement by liS; provided that Customer (i) promptly gives written notice of the claim to IIS; (ii) gives liS sole control of the defense and settlement of the claim (provided that lis may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to liS all available information and assistance; and (iv) has not compromised or settled such claim. IIS shall have no indemnification obligation, and Customer shall indemnify liS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware or business process(s). T. Disclaimer of Warranties: IIS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; IIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY liS AND ITS LICENSORS. U. Internet Delays: IIS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. IIS IS NOT RESPONSIBLE FOR ANY DELAYS, termsofuse 6 ils DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. V. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GWING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITWE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. W. Additional Rights: Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer. X. Local Laws and Export Control: This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the undedying information, software, or technology may be transferred or otherwise exported or re- exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 IIS and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses the Service from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. termsofuse 7 IlS Y. Notice: IIS may give notice by means of a general notice on the Service, electronic mail to Customer's e-mail address on record in IIS' account information, or by written communication sent by first class mail or pre- paid post to Customer's address on record in liS' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Customer may give notice to IIS (such notice shall be deemed given when received by IIS) at any time by any of the following: letter sent by confirmed facsimile to IIS at the following fax number: (480) 317-8476; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to IIS at the following addresses: Integrated Information Systems, 1480 Hohokam Drive, Tempe, Arizona. 85281, addressed to the attention of: CitizenServe Sales Department. Z. Modification to Terms: IIS reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer's consent to such changes. AA. Assignment: This Agreement may not be assigned by Customer without the prior written approval of IIS but may be assigned by IIS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. AB. General: This Agreement shall be govemed by Arizona law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and IIS as a result of this agreement or use of the Service. The failure of IIS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by IIS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and IIS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Proprietary Notice © COPYRIGHT 2001. Integrated Information Systems, Inc. All rights reserved. This material may not be copied or reproduced by any means except for the express purpose of preserving backup copies or creating additional work copies for internal use only. Unauthorized distribution of this material is strictly prohibited. termsofuse 8 IlS citiSmcL~'~____2=_ 1l,,~~V\... I TCl-fii.ve-. . ~..J#t.(, I ~ U I -e {;<.-.,..'t..... Title 3i2.~1 03 Exe bon Date Address: 1101 E. Warner Road Suite 160B Ternpe,lLl.85284 ~4, A1(L~/./r" Print or Type Name of Signatory LOI4'\......U#tily D~L.dllo"~.,,f D'i-~c,lor Title ' :J /;lS /0:1 Execution Date Address ;20 East hI A"~ J-I- Arh/4;,/ Off t::t7S- .20 termsofuse 9 lIS CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541 ) 488-5300 C\TY RECORDER'S COpy Page 1 / 1 DATE 04/08/2003 PO NUMBER 04064 VENDOR: 006982 INTEGRATED INFORMATION SYSTEMS 1480 S HOHOKAM TEMPE, AZ 85281 SHIP TO: City of Ashland (541 ) 488-6002 51 WINBURN WAY ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: 04/07/2003 Speciallnst: Req. No.: Dept.: COMMUNITY DEVELOPMENT Contact: Adam Hanks Confirming? No Quantit Unit Descri tion CitizenServe Compliance Software Set-up and Install Start Date: 04/07/2003 End Date: Open Annual Service Start Date: 04/07/2003 End Date: 04/07/2008 (5) Year AQreement $1,200.00 Per year Unit Price BILL TO: Account Payable 20 EAST MAIN ST 541-552-2010 ASHLAND. OR 97520 SUBTOTAL TAX FREIGHT TOTAL 3 700.00 0.00 0.00 3.700.00 Account Number Amount Account Number Amount E 110.09.27.00.604100 3,700.00 ~..;;L. L~ ~~ A orized Sfgnature VENDOR COpy CITY OF ASHLAND REQUISITION FORM Date of Request: I ~ ~f;a.11 THIS REQUEST IS A: o Change Order( existing PO # Required Date of Delivery/Service: Vendor Name: Address: City, State, Zip: Phone: Fax Number Deliver Location IntP.gr:ltAli Infnrm::ltinn ~y~tp.m~ In~ 14RO ~ Hohokam Tempe AZ 85281 480-317-8010 Services Only Description Citizen Serve Compliance software - Set-up and install Yearly service Total Cost 2',5()() 1 ,200 $3,700 Solicitation Process: Exempt 3 Written Quotes (copies attached) Invitation to Bid (copies on file) Request for Proposal (copies on file) Account Number 110.09.27.00.604100 *Please attach the Original signed contract and Insurance certificate. Materials Only Item # Quantity Unit Description Unit Cost Total Cost TOTAL COST OF THE MATERIALS Account Number - - --- -- -- - -- ------ Employee Signature: ~ Supervisor/Dept. Head Signature: NOTE: By signing this requiSition form, I certify that the above request meets the City of Ashland Solicitation Process when necessary. G:Finance\Procedure\AP\Forms\Requisition_ Citizenserve.doc Updated on:07/15/02