Loading...
HomeMy WebLinkAbout2000-194CA 4D 40 j � — r✓y 0 - '%,'1 If C DEMANDSTAR.com NE'rwORK 00_ /9 Agency Membership Agreement Welcome to DcmandStar vom, Inc. We provide the following information, products, software, services, features and materials under this agreement to governmental and other entities Among other things, this agreement describes our responsibilities and your responsibilities DESCRIPTION OF SERVICES: DemandSlar has developed a proprietary Interact -based procurement process through %which it provides Internet, fax and information management services to network members DcmandStar provides Network Membership FREE to governmental agencies. WE agree to: • Send letters announcing your Agency's membership in the DemandStar network to your Agency's current vendor community. • Promote your Agency's membership in the DemandStar network to our vendor conirnunity. ■ Post information such as RFP opportunities, tabulation sheets and award status, as entered or provided by the agency, on both the Internet and fax system. Allow anyone to access this information from Demand5tar's fax system for no cost • Automatically notify member vendors of RFP opportunities via email or fax ■ Automatically notif)- prospective bidders of RFP addenda via email or fax. • Distribute RFP documents to appropriate vendors via hardcopy and/or via the Internet if the agency makes the documents available electronically. • Provide training and customer support to both agencies and vcndors. • Provide a mechanism for member agency's to share past and present bid information with other member agencies YOU agree to: • Make available to DemandStar in an acceptable electronic format, the list of current vendors for the initial notification. ■ Not subscribe to or utilize the serum cf a competitor offering sen,iecs similar to ours. • Provide all RFP documentation (initial information, bid packages, addenda. updates, tabulations, awards, ctc.) to DcmandSiar.com in a timely manner, preferably electronically Membership term: Your initial membership term is for one year. Membership will automatically be renewed for one-year periods unless either party ,gives notice at least ninety (90) days prior to the membership expiration. By signing this four-page agreement, the Agency accepts and agrees to all of the terms and conditions within. Page 1 015 4D i 1. DEFINITIONS USED IN'rinS AGREEMENT. means and shall include, but not be limited to, requests for proposals, request for bids, requests far quotations. requests for information, requests for qualifications. annual buys, and all other requests [or goods and sMtccs. means the governmental entity, agency or other organization which entered into this Agreement with DemandStar.com, Inc. "You" or "your" — means the Agency. " 1DemandStar.com," "DemandStar," "we" or "our'—means DcmandStar.com, Inc Vendor means any provider of goods or services "Services" — means the services provided by Demand5tar corn. Inc. to the Agency pursuant to this Agreement. 2. OWNERSHIP OF DEVELOPMENTS. All copyrights, patents. trade secrets, or other intellectual property rights associated ►with any ideas, concepts, techniques. inventions, processes, or works of authorship developed or created in whole or in pail by Demand5tar.com, Inc, during the course of, or in connection vvilh, providing the Services (collectively,. the "Work Product") shall belong exclusively to DemandStar and shall not be considered a work made by Demand5tar for ]vire for the Agency within the meaning of Title 1.7 of the United States Code. To the extent the Work Product may be considered work made by DemandStar for ]tire for the Agency, the Agency agrees to assign, and automatically does assign at the time of creation of the Work Product, without any requirement of further consideration. any right, title, or interest the Agency may have in such Work Product to Demand5tar. Upon the request of DemandStar, the Agency shall take such further actions, including cxccution and dcliven, of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. 3. PUBLIC RECORDS. Demand5tar will return to the Agency, in Its original form, the vendor list that the Agency provides for the initial mailing. In addition, if required by lave, and upon written request, DemandStar will provide to the Agency, in electronic or hard copy format, an up-to-date list of plan - holders that have obtained RFP documents from the Agenc%, through DemandStar's services, Demand5tar may assess a fee for this service as provided by law 4. CONFIDENTIALITY. Neither party shall copy, use, or disclose any Confidential Inrormation of the other except as reasonably required to perform its duties hereunder, and shall only disclose such information to those emplayccs that have a "need to know" such information to perform their duties. For the purposes of this Agreement, "Confidential Information" shall mean any competitively sensitive or secret business, marketing or technical information of either party Confidential Information shall not include, however, information that is: (a) generally known to the public or readily ascertainable from public sources (other than as a result of a breach of confidentiality by either party or any person or entity associated with that party); (b) independently developed without refercuce to or reliance on any Confidential Information of the other party, as demonstrated by vs itten records (which shall be provided upon request), (c) previously known to the receiving party. or (d) as required by lavw Page 2 n/ 5 • C� NVAIWANTY. The Services provided by DemandStar hereunder shall be performed in a professional and workmanlike manner and shall substantially confomi to the description of Services set forth herein. Except as provided in this paragraph, all services arc delivered without warranty of any kind, including, without Itmttation, any warranty of title, merchantabihty. or fitness for a particular purpose. 6, LIMITATION OF LIABILITY. Except for indemnification provided for to 7(a). in no event, including but not limited to performance or non-performance by DemandStar, shall DemandStar be ' liable to agency for any amount in excess of (i) $1,400, or (u) the fees actually paid by agency to DemandStar for services provided hereunder, whichever is greater Ili no event shall DemandStar be liable for inducet. special, incidental, or consequential damages, including, without Imutation. loss of profits or interruption of business, whether such damages arc alleged in tort. contract, indemnity, or otherwise, even if DcmandStar has been apprised of the possibil k of such damages 7. INDEMNIFICATION. (a) DemandStar, DemandStar shall indemnify, defend and hold the Agency harmless from any claims, demands, liabilities, losses, damages, judgments, and all costs and expenses related thereto (including reasonable attorneys' fees). to the extent resulting from any claim that the Services or use thereof (except for materials or data provided by the Agency, which shall be Subject to 7(b) below), infringe or violate any copyright, patent, trade secret, license, or other proprietary right of a third party. In the event that the DemandStar Services or am portion thereof are held to constitute an infringement. and their use is enjoined, DemandStar shall have the obligation to, at its expense. (I) modify the infringing portion of the Services without impairing in any material respect the functionality or performance, so that it is non -infringing, (ii) procure for the Agency the right to continue to use the Services. or (iii) replace the Services or portions thereof with equally suitable, non -infringing services (b) Agency. The Agency shall, to the extent alloircd by law, indemnify. defend and hold DemandStar harmless from any claims, demands liabilities, lasses, damages, judgrnents, including costs and expenses related thereto (including reasonable attorneys' fees), to the extent resulting from any claim that any documents or information provided by the Agency infringes or violates any copyright, patent, trade secret- license, or other proprietary right of a third party. 8. CHOICE OF LAW/DISPUTE RESOLUTION. The lar,s of the State of F l or i d a shall govern this Agreement. Prior to either party commencing am- legal court action under this Agreement, the parties agree to try in good faith, to settle any disputes amicably between thein If a dispute has not been settled after forty -rive (45) days of good -faith negotiation. then either party may commence legal action against the other Each party hereto agrees to submit to the personal jurisdiction and venue of the state andlor federal courts located in I n d i a n R i vCi°c)imtvF l or l d a for resolution of all disputes in connection with this Agreement. 9. ATTORNEY'S FEE. In the event of litigation the prevailing party shall be entitled to receive reasonable attorney's fees and costs. 10. TERMINATION FOI( iDFFAULT. The performance of this Agreement may be terminated by either part)-, in whole or in part, if one party fails to meet the requirements of this Agreement and that party is !loge 3 of 5 • • W1 unable to correct such deficiency to the reasonable satisfaction of the other parte within thirty (30) days following receipt of the wwntten notice thereof. 11. EXCLUSIVE AGREEMENT. During the term of this Agreement, as may be extended between the parties. the Agency shall not subscribe to or utilize the scrwvices of other vendors offering services similar to the Services 12. ASSIGNMENT. This Agreement and the rights, title, and interest herein may not be assigned or transferred by either party a ithout the prior wvrittcn consent of the other party, which consent may be wvithlicld for any reason 13. FORCE MAJF.URE. DemandStar is not responsible for disruption of Services due to circumstances beyond its control including, but not limited to: fire, floods, tear, civil unrest, severe weather, disruption of phone andlor Internet access or any other unforeseen event or circumstance. 14. SUCCESSORS BOUND. The terms and conditions of this Agreement shall extend and inure to the benefit of and be binding on the respective permitted successors and assigns of DcmandStar and the permitted successors and assigns of the Agency. 15. SEVERABILITY. If any provision of this Agreement will be field to be invalid or unenforceable for am• reason, the remaining provisions will continue to be valid and enforceable. 16. NOTICES. Any notice provided for herein 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 17. NON -WAIVER. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement. la. BINDING AGREEMENT. The individual signing this Agreement for the Agency warrants that they have been duly authorized to execute this Agreement on behalf of the Agency and that this Agreement is a valid and binding obligation of the Agency. 14. ENTIRE AGREEMENT, This Agreement, consisting of four pages, contains the entire agreement of the parties, and there arc no other promises or conditions in an), other agreement whether oral or written concerning the subject matter hereunder This Agreement supersedes any prior written or oral agreements between the parties 20. SUPPLEMENTAL VENDORS, In the event that the agency wishes DcmandStar to notify non- registered vendors of RFPs, the Agency may provide DemandStar with a limited list of supplemental vendors The supplemental vendor list must be provided to DemandStar in electronic format suitable to DemandStar, and may not exceed 25 vendors per RFP. No single vendor will be notified more than 3 tunes if they are not registered with DemandSiar. 21. DOCUMENT FULFILLMENT SERVICES. The Agency may choose to have DemandStar provide document fuffillment services for printing, shipping, and handling of RFPs, addenda and related documents on a case-by-case basis. DemandStar will bill the recipients for the services unless the Agent), elects to pay for [lie services. Page 4nf5 40 II dN VlrlTNESS WI-IFREC]F, the parties hereto have executed this agreement this 20th day of June 2000. DemandStar corn, Incorporated (Name and Title of Signatory) Ted Jordan,Viee President/COO ssed by. 5��P- 1 _' �• County Attorney Approved as to Form and Legal Sufficiency J es E. Cbaildler, aunty Administrator INDIAN RIVER COUNTY, FLORIDA Caroline D. Ginn, Vice Chairman Approved by BCC„ J u n e 2 0, 2 0 0 0 Attest: Jeffery B Barton, Clerk of Circuit Court rte¢ Deputy Clerk v In Ca,Dale ' D.0JC)% Pogo 4 0f's