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HomeMy WebLinkAbout2014 Service AgreementSERVICE AGREEMENT BETWEEN ONVIA, INC. AND City of Sebastian 1. Introduction This Service Agreement {"Agreement") is entered into between Onvia, Inc. ("Onvia"), a Delaware corporation and the City of Sebastian ("Institution"). 2. Services Rendered Onvia will provide the Institution with access to its Onvia DemandStar system, which is an Internet -based electronic information system designed to process, distribute, and archive information pertaining to the procurement process of the Institution. 3. Onvia Responsibilities • To allow the Institution to use the Onvia DemandStar system through the Web site located at www.demandstar.com to post documentation to and communicate with suppliers about its solicitations for formal bids, proposals, and informal quote requests. • To automatically notify suppliers that are registered members of the Onvia DemandStar system, and have opted to receive notification service connecting them to the Institution of the Institution's solicitations for formal bids, proposals, and quote requests via electronic mail or facsimile. • To provide links to the Onvia DemandStar Web site through the Web site of the Institution, which will: (a) allow anyone to view bid and proposal information posted to the Onvia DemandStar system by the Institution, (b) allow bid and proposal documents to be electronically downloaded or mail ordered, and (c) allow suppliers to register for memberships and subscriptions to the Onvia DemandStar system. • To provide customer service support to the Institution and suppliers. • To supply the Institution with reference information and instructional materials to facilitate its notification to suppliers of its decision to utilize the Onvia DemandStar system. 4. Institution Responsibilities To make reasonable efforts to enter all formal and informal purchase request items into the Onvia DemandStar system. To enter planholder information into the Onvia DemandStar system for any suppliers that obtain bid or proposal documents through a source other than the Onvia DemandStar. system (this process ensures that Onvia can deliver newly issued addenda notification to all planholders, which reduces the likelihood of protests due to required information not being delivered to bidders and respondents). To notify the Institution's suppliers of its decision to utilize the Onvia DemandStar system. 5. Charge for Service The service will be provided free of charge to the Institution. 6. Intellectual Property Rights Any copyrightable works, ideas, discoveries, inventions, patents, products, trade secrets, software, trade marks, trade names, service marks, license rights, or other intellectual property rights (collectively, "Intellectual Property Rights') developed in whole or in part by Onvia in connection with the services will be the exclusive property of Onvia. Ownership and all intellectual property rights in the Onvia DemandStar 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 Institution acknowledges such ownership and intellectual property rights in the Onvia DemandStar System, acknowledges that any such work is not a work made by Onvia for hire, and agrees that the Institution will not assert any actions to the contrary. 7. Confidentiality Onvia and the Institution each agree not to use any confidential or proprietary information disclosed to it by the other party for its own use or for any purpose other than for the provision of the services pursuant to this Agreement. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of the confidential information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. 8. Warranty Onvia shall provide the services and meet its obligations under this Agreement with due care and skill and in a timely and professional manner. Other than as provided in this Agreement, neither party provides any express or implied warranties, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. 9. Relationship of the Parties Onvia, in furnishing the services, is acting as an independent contractor. In addition, Onvia is not acting as the custodian of the institution's public records, has not been entrusted with any records belonging to the Institution or the availability of such records for public inspection and copying in accordance with the laws of the State of Florida. 10. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to the subject matter contained in this Agreement. 2 11. Severability If any provision of this Agreement is found to be illegal or otherwise unenforceable in any respect, that provision will be deemed to be restated to reflect as nearly as possible the original intent of the parties in accordance with applicable law. The remainder of this Agreement will remain in full force and effect. 12. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law principles. 13. Attorneys' Fees In the event of litigation, the prevailing party shall be entitled to receive reasonable attorneys' fees and costs. 14. Term of Agreement and Termination This Agreement will be effective on the date of execution, or , whichever is earliest. This Agreement does not have a specified term. This Agreement may be terminated at any time by either party upon 34 days prior written notice to the other party. IS. Amendments No amendment or modification of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by each of the parties to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above. IM ONVIA, INC. City of Sebastian Signature Signature Joseph Griffin Printed Name Printed Name Title Date 4 City Manager Title f Date IN WITNESS WI-TEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above. By ONVIA, INC. Signature Colin Futrelle Printed Name Customer Service Representative Title - .,2..y - /I Date 4 City of Sebastian ` r Signature Joseph Griffin Printed Name City Manager Title j Date Exhibit A Definitions of terms used in this Agreement Institution: The legal entity that entered into this Agreement with Onvia, Inc., may also be described using the term, "agency ". Plan Holder: Any entity that has obtained a copy of the primary governing document of a solicitation for a formal purchase request, such as a bid or proposal. Supplier: Any provider of goods or services, may also be known as a vendor or contractor. 5 O N V I N DEMANDSTAR AGENCY INFORMATION: Agency Registration Form Agency Name CITY OF SEBASTIAN County (In which agency resides) INDIAN RIVER COUNTY Physical Address 1225 MAIN STREET City SEBASTIAN State FLORIDA Zip Code 32958 Phone Number 772-388-8200 Fax Number 772-581-0149 Agency Web Address www.cityofsebasdan.org Should Bidders of Record (plan -holders) be visible prior to bid o entn ? yes Estimated number of bids per year, quotes peryear 10-15 Key Users Contacts: List two (2) agency members as the primary contacts for Onvia DemandStar. They will be responsible for adding/deleting and assigning permissions to other users. First Name Last Name .fob Title Phone Number E-mail Jean Tarbell Executive 772-388-8203 jtarbell@cityofsebastian.org Assistant Windt 141mehen Ad Q 4w Newspaper List: List the publications that you advertise in most frequently, and please specify the reauired freauencv for advertising vour bids. Publication Name Required Frequency Vero Beach Press Journal Newspaper Advertised at least once E ui ment. City of Sebastian Local Broadcast Station Entire solicitation period. _RFQ En.?'neering Services Project Types: Please indicate your different project types and their abbreviation (RFP - Reauest for ProDosa! M - Invitation to Bid. RFQ - Reauest for Qua[tfications. FO - Fax Quote, etc.) Abbreviation Project lype RFP Playground equipment and other maintenance E ui ment. _RFQ En.?'neering Services BID Paving, construction projects, uniforms, sod, drainage installation, drainage maintenance, concrete, mowing services, etc. Please fax or a -mall this completed form to Onvla DemandStar, Attn: Agency Services Fax: (886) 276-2728 E-mail: DemandStareonvia.com Copyright 0 2013 Onvia. Inc. All rights reserved.