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R02-105 RESOLUTION R 02- i[O~- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ONVIA.COM, INC., FOR THE PURPOSE OF UTILIZING THEIR WEBSITE FOR THE SOLICITATION OF BIDS AND QUOTATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Procurement Services Department of the City of 3oynton Beach recommends the use of Onvia. Com as a supplement to Ihe City's current advertisement of bids; and WHEREAS, Onvia.Com is an industry recognized website where overnmental entities can list bids or quotations at no cost to the City and will increase public awareness of City bids; and WHEREAS, if a vendor elects not to use the Onvia.com website, Ihe vendor will continue to conduct business as normal with the City and Procurement Services will provide a hardcopy of the bid Iocuments. WHEREAS, the City Commission, upon recommendation of staff ~as determined that it is in the best interests of the citizens and .~mployees of the City to enter into an Agency Membership Agreement vith Onvia.com, Inc. for the purpose of utilizing their website for the olicitation of bids and quotations at no cost to the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY SOMMISSlON OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, iFIorida does hereby authorize and direct the Mayor and City Clerk to l iexecute an Agreement between the City of Boynton Beach, Florida and iiOnvia~com, Inc., a copy of said Agreement being attached hereto as iExhibit "A". Section 2. This Resolution will become effective im,mediately upon passage;: PASSED AND ADOPTED this ~ day of July, 2002. MayOr Vice ommissioner ,4~)C°mmissioner Commissioner Clerk ONVIA.COM, INC. AGENCY MEMBERSHIP AGREEMENT Welcome m Onvia. We operate a proprietary Intemet-based procurement system through winch we provide lnternet, fax and information services to network members. Tins Agreement describes our mutual responsibilities. WE agree: 1. To allow your Agen% to use the Onvia System to distribute both your Formal Bids and Quotes. 2. To automatically notify appropriate member Suppliers of Formal Bid and Quote opportunities via email or fax. 3. Te notify and promote your Agency's membership in the Onvia network to both your current Suppliers and our Supplier community. 4. To provide your Agency's website with links to: ia) allow anyone to view Formal Bid announcements poster[to the t~nvia network by your agency (b) allow Formal Bid specifications to be downloaded: and (c) allow Suppliers to register with Onvia. 5. To provide customer support to your Agency and Suppliers. YOU agree: 1, To provide Onvia with a letter announcing your membership in the Onvia procurement network and an electronic mailing list of your current Suppliers. 2. To enter Plan-holder information into Onvia's System for any Suppliers who obtain Formal Bid documents through a source other than Onvia I tins ensures that we can deliver addenda to all Plartholders which reduces the likelihood of protests). 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 Onvia Agency Membership Agreement. "Formal Bid" - means a bid and associated addenda that requires public notification. Tins 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. "Quote" - means an informal solicitation which does not necessarily require pubhc 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. "System" - means the web-based software and services provided by Onvia for posting and broadcasting of both Formal Bids and Quotes, access to broadcast and Plan-holder reports, and standard-level access to our bid library. "You" or "your" - means the Agency. I. LICENSE. For the term of this Agreement. Onvia grants Agency a non-exclusive and nontransferable license to use Onvia's 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 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 network. 4. PUBLIC RECORDS REQUESTS. All information created by Onvia is Company-proprietary and confidential. Any supplier information supplied to us by the Agency is used for mailing purposes only and returned to Agency in original form. Public records requests should be handled directly by the Agency in accordance with applicable 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 REI-tSRENCED HEREIN ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. INCLUDING TITLE, FREE OF DEFECTS. MERCHANTABLE. OR FIT FOR A PARTICUI_AR PURPOSE. 6. SUPPLEMENTAL SUPPLIERS. In the event that the Agency wishes Onvia to notify nonregistered Suppliers of Formal Bids. the Agency may enter a list of supplemental Suppliers into the System. 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 servtees. 8. TRAINING. Onvia will provide Agency with training in accordance with the terms of Onvia's Agency Training Agreement. 9. LIMITATION OF LIABILITY. In no event, including but not limited to performance or nonperformance by Onvia, shall Onvia be liable to Agency for any amount in excess of the total paid subscription fees set forth in the attached fee schedule. Such liability shall only be for direct damages up to the amount of said paid subscription fees. To the maximum extent permitted by law. in no evem 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. 10. ASSIGNMENT. Neither party to this Agreement shall have the right to assign or sublicense any of its rights or obligations hereunder without the prior written consent of the other par~y, and any unauthorized assignment or sublicense shall be void and of no force or effect. 11. GOVERNING LAW. The laws of the State of [~ [ o t' i tlO~ shall govern this Agreement.