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.