HomeMy Public PortalAbout2014 Agreement.tifSERVICE AGREEMENT
BETWEEN
ONVIA, INC.
AND
VILLAGE OF KEY BISCAYNE
I. Introduction
This Service Agreement ("Agreement") is entered into between Onvia, Inc. ("Onvia"), a
Delaware corporation and the Village of Key Biscayne ("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.
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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 thc 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 thc 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.
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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 July 8, 2014, whichever is earliest.
This Agreement does not have a specified term. This Agreement may be terminated at any time
by either party upon 30 days prior written notice to the other party.
15. 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.
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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.
By
ON\'IA, INC.
Signature
Col /
, 4,1
Printed Name
Village of Key Biscayne
inttire
n C. Gilbert
VIt fr- � '` e Viliage Manager
Title Title
7 fO-/1
Date
July 8.2014
Date
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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.
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