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Home My WebLink AboutDemandstar by Onvia ELIZABETH A. NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS 1VLA~AGE1VIENT OFFICER FI~EEDOM OF INFORMATION OFFICER Town Halt, 53095 Main t~oad P.O. Box 1179 Soulliold. New York 11971 Fax (631) 765-6145 Telephone (631) 765-1800 OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 439 OF 2001 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JUNE 5, 2001: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Cochran to execute an agency membership agreement with DemandStar by Onvia for intemet procuremem services ali in accordance with the Town Attorney. Elizabeth A. Neville Southold Town Clerk DEMANDSTAR BY ONVIA AGENCY ]3/[EMBERSflIP AGREEMENT Welcome to DemartdStar by Onvia! We operate a proprietary Intemet,based procurement system called "DemandStar" through which we provide InteraCt, fax and in£ormatiomservices to network members. This Agreement describes our mutual responsfbilifies. WE agree: I. To allow your Agency to use the DemandStar System at no charge. 2. ToCautomakically.nofify appropriate member Suppliers of Formal Bid opportunities via email or fax, 3. fro n.o~ a~d promote ~ur Agency's memberShip in Onvia'~ DemandStar network to both your cxnce~ ~uppliers~and ~_ur, Supplier cormkn, ninty. 4. To pos~c your Ag~n, cy s Fomml Bid document~ online if provided to us in acceptable electronic fonfiat: 5. To provide Formal Bid document duplication and distribution services upon Supplier requesT~ 6. To provide yom Agency's website with ha,ks to: (a) allow anyone to Mew Formal Bid armmlacemenrs, posted to DemandStar by your agency at no charge; (b) allow Formal Bid specliieations m be downloaded (for a fee); and (c) allow Suppliers to register with DemandStar. 7. To provide customer support to your_~,gen¢y and Supphers. 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 lo~,100% ~f your Formal Bids through Onvia's Dem~ndStar network (this ensures that registered Suppliers are notified of every Formal Bid oppommity from your Agency). 3. To emer' 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 redffces the likelihood of protests at bid opening Membership term: Your membership wi!l begin upon execution of this Agreement and will continue until either party provides thirty (30) days written notice to the other party. Agency: Town of Southold 53095 Main Road Address: PO Box 1179 Southold. NY 11971 County,: Suffolk Name: JeQan'Wl ~o~hrah' Title!' sdpe~gisdr,' ~Town of S0uthoid Onvia.conL Inc. 1200 South Pine Island Road Plantation, FL 33324 - 4413 Signature: .'~~ ~ Date: 6118101 Vet. 5.0 T2 Page J of 3 DEFINITIONS USED IN THIS AGREEMENT. "Agency" - means the governmental entity, agency or other organization that entered into this Agreemen* with Onvia. com, Inc. "Agreement"-means the DemandStar by 0nvia Agency Membership Agreement. "Formal Bid" means a bid and associated addenda that requires public notification. These can include request 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-h01der'Z - means a Suppl/er who has received the specifications for a Formal Bid. "Supplier" - means any provider of goods or services. "Denm:ndStar System", "DemandStar", or "System" - means the web-based software and services provided by Onvia for posting and broadcasting of Fomxal Bids, access to broadcast and Plan-holder reports, and standard-level access m 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-trausfemble license to use Onvia's DemandStar System as referenced herein. OWN]ERSHIP. Ownership and all intellectual property rights in. the System and in all ideas, processes and works of authorship created in whole or in parr 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 ts not a work made by Onvia for hire, and agrees that the Agency w/Il not assert any actions to the contrary. 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 subnfftted by Agency through Onvia' s DemandStar network. 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 Den~andStar network. Onvia may assess a fee for th/s service as provided for by law. WARRANTY. The Services provided by Onvia hereunder shall be performed in a professional and workmanlike mariner and shall substantially conform m the ~description of Services set forth herein. THE PRODUCTS AND SERVICES ARE PROVIDED "FREE OF CHARGE TO AGENCY" AND TI-II~REFORE, EXCEPT AS PROVIDED IN THIS PARAGRAPH, ON AN "AS IS" BASIS. WITHOUT WARRANTY OF ANY KIND. INCLUDiNG TITLE. FREE OF DEFECTS. MERCHANTABLE. OR FIT FOR A PARTICULAR PURPOSE. Ver. 5. 0 - T2 Page 2 of 3 I1. 12. SUPPLEMENTAL SUPPLIERS. In the event that the Agency wishes Onvia m notify non- regtstered Supphers 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 ~e nor registered with Onv/a. DOCUMENT FULFILLMENT SERVICES. The Agency may choose to have Onvia provide document fulfillment services for pfin;ing, skipping, and handling of Formal Bids. addanda 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. LI31ITATION OF HABILIT~. Irt no e~unt, in~ludkig but not limited to performance or non- perf.caxr/En~e by Onvia, shall Onvia be liable to Agency for any mount in exces~ of $20,000. To the .rpaxmmm.extent ]~erm~tted by law, in no .event shaH-,On-via b~ liable for indirect, special,.incktental, or cc~'/~s6queatial'-damages, hneluding, without limitAlion, loss of prcrfits, loss of good will, work stoppages compurer, failure or malfanction or ir~e:r/?~tion of b'asines~} whether such damages are alleged 'kn toot, eonti'act, in~denmity, or otherwise, e~en ff O~via has been appriged of ~poss~ility of such damages. GOVERNING LAW. The laws of the State of P~ ~f)'¢'~'~ Agrenmenn _ shall govern this ACTS OF GOD AND O'I'ttER EVENTS. Onvia is not responsible for disruption of Services or non-use of Products due ro cii-cumstances beyond its control including, but not limited m: fire, floods, war, civil unrest, severe weather, disruption of eleclric/ty or phone service and/or Internet access; or any other unforeseen event or circumstance. NOTICES. All notines 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 se: forth on the first page of this Agreement or to such other address as either party shall from time to time indicate in vailing. Any such notice to be deemed to be effective upon receipt or five (5) days from the date of the mailing, whichever occurs first. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the parties and supersedes any prior written or omi understandings or a~eements. Ver. 5.0- T2 Page3 of 3