05/16/2001 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNTY COURTHOUSE
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
June 12, 2001
FROM:
Sheila Barker, Director
Administrative Services
Pamela G. Hanco~
Deputy Clerk U
TO:
At the May 16, 2001, Board of County Commissioner's Meeting the Board granted
approval and authorized execution of a Agency Membership Agreement between Monroe County
and DemandStar by Onvia at no charge to Monroe County.
Enclosed is a duplicate original of the above mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
County Attorney
Finance
File v"
DEMANDSTAR BY ONVIA
AGENCY MEMBERSHIP AGREEMENT
Welcome to DemandStar by Onvia! We operate a proprietary Internet-based procurement system called
"DemandS tar" through which we provide Internet, fax and information services to network members.
This Agreement describes our mutual responsibilities.
WE agree:
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1. To allow your Agency to use the DemandStar System at no charge. 0 )::r- - r=
2. To automatically notify appropriate member Suppliers of Formal Bid opportunities ~il <&.:fax.m
3, To notify and promote your Agency's membership in Onvia's DemandStar netw~&ti6::bo~yo~
current Suppliers and our Supplier community. g~~- N 0
4. To post your Agency's Formal Bid documents online if provided to us in acce~el~on~
format. ~ ~~~ X rTl
5. To provide Formal Bid document duplication and distribution services upon Supplier"'lljeqllest. C!} g
6. To provide your Agency's web site with links to: (a) allow anyone to vi~w ~m Bi~
announcements posted to DemandStar by your agency at no charge; (b) allow Formal Bid
specifications to be downloaded (for a fee); and (c) allow Suppliers to register with DemandStar.
7. To provide customer support to your Agency and Suppliers.
YOU agree:
1. To provide Onvia with a letter announcing your membership in the DemandStar network and an
electronic mailing list of your current Suppliers.
2. To log 100% of your Formal Bids through Onvia's DemandStar network (this ensures that registered
Suppliers are notified of every Formal Bid opportunity from your Agency).
3. To enter Plan-holder information into Onvia's DemandStar System for any Suppliers who obtain
Formal Bid documents through a source other than DemandStar (this ensures that we can deliver
addenda to all Plan-holders which reduces the likelihood of protests at bid opening time).
Membership term:
Your membership will begin upon execution of this Agreement and will continue until either party
provides thirty (30) days written notice to the other party.
Agency: M OAJ!Z()G GUN(Y
Address: 5/0() C~IIJe.. Ro....d
Ke. lA./e.sf FL.. 330,-/0 County: /1.1"'''''''0 c.-
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Onvia.com, Inc.
1200 South Pine Island Road
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Name: 0 .J:. tAM.DS
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Title:
Date:
DEFINITIONS USED IN THIS AGREEMENT.
"Agency" - means the governmental entity, agency or other organization that entered into this
Agreement with Onvia.com, Inc.
"Agreement" - means the DemandStar by Onvia Agency Membership Agreement.
"Formal Bid" - means a bid and associated addenda that requires public notification. This can
include requests for proposals (RFPs), formal contracts, and annual buys, but does not include a
request for quotation that does not require public notification.
"Onvia," "we," or "our" - means Onvia.com, Inc.
"Plan-holder" - means a Supplier who has received the specifications for a Formal Bid.
"Supplier" - means any provider of goods or services,
"DemandStar System", "DemandStar", or "System" - means the web-based software and services
provided by Onvia for posting and broadcasting of Formal Bids, access to broadcast and Plan-holder
reports, and standard-level access to our bid library.
"You" or "your" - means the Agency.
1. LICENSE. For the term of this Agreement, Onvia grants Agency, free of charge, a non-exclusive
and non-transferable license to use Onvia's DemandStar System as referenced herein.
2. OWNERSHIP. Ownership and all intellectual property rights in the System and in all ideas,
processes and works of authorship created in whole or in part during the term of this Agreement by
Onvia belong exclusively to Onvia. The Agency acknowledges such ownership and intellectual
property rights in Onvia, acknowledges that any such work is not a work made by Onvia for hire, and
agrees that the Agency will not assert any actions to the contrary.
3. SUPPLIER INFORMATION. The Supplier information provided by the Agency will be used for
notification purposes, and will be returned to Agency in its original form. Information provided to
Onvia's DemandStar network by Suppliers is considered confidential and proprietary to Onvia;
however, upon request, Onvia will provide to Agency an up-to-date list of Plan-holders for all bids
submitted by Agency through Onvia's DemandStar network.
4. PUBLIC RECORDS REQUESTS. If required by law, and upon written request, Onvia will
provide, in electronic or hard copy format, a copy of the original Supplier information updated with
the list of Plan-holders for all bids submitted by Agency through Onvia's DemandStar network.
Onvia may assess a fee for this service as provided for by law.
5. WARRANTY. The Services provided by Onvia hereunder shall be performed in a professional and
workmanlike manner and shall substantially conform to the description of Services set forth herein.
THE PRODUCTS AND SERVICES ARE PROVIDED "FREE OF CHARGE TO AGENCY" AND
THEREFORE, EXCEPT AS PROVIDED IN THIS PARAGRAPH, ON AN "AS IS" BASIS,
WITHOUT WARRANTY OF ANY KIND, INCLUDING TITLE, FREE OF DEFECTS,
MERCHANT ABLE, OR FIT FOR A PARTICULAR PURPOSE.
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6. SUPPLEMENTAL SUPPLIERS. In the event that the Agency wishes Onvia to notify non-
registered Suppliers of Formal Bids, the Agency may enter a limited list of supplemental Suppliers
into the System. No single Supplier will be notified more than 3 times if they are not registered with
Onvia.
7. DOCUMENT FULFILLMENT SERVICES. The Agency may choose to have Onvia provide
document fulfillment services for printing, shipping, and handling of Formal Bids, addenda and
related documents on a case-by-case basis. Onvia will charge the recipients for the services unless
the Agency elects to pay for the services,
8, LIMITATION OF LIABILITY. In no event, including but not limited to performance or non-
performance by Onvia, shall Onvia be liable to Agency for any amount in excess of $20,000. To the
maximum extent permitted by law, in no event shall Onvia be liable for indirect, special, incidental,
or consequential damages, including, without limitation, loss of profits, loss of good will, work
stoppages, computer failure or malfunction or interruption of business, whether such damages are
alleged in tort, contract, indemnity, or otherwise, even if Onvia has been apprised of the possibility of
such damages.
9. GOVERNING LAW. The laws of the State of
Agreement.
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shall govern this
10. ACTS OF GOD AND OTHER EVENTS. Onvia is not responsible for disruption of Services or
non-use of Products due to circumstances beyond its control including, but not limited to: fire,
floods, war, civil unrest, severe weather, disruption of electricity or phone service and/or Internet
access, or any other unforeseen event or circumstance.
11, NOTICES. All notices under this Agreement shall be in writing and sent by registered or certified
mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the
first page of this Agreement or to such other address as either party shall from time to time indicate
in writing. Any such notice to be deemed to be effective upon receipt or five (5) days from the date
of the mailing, whichever occurs first.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties and
supersedes any prior written or oral understandings or agreements.
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