DemandStar.com Network AGENCY MEMBERSHIP AGREEMENT
Welcome to DemandStar.corn, Inc. We provide the following information, products, sofr~vare, se~ices,
features and materials under this Agreement to governmental and other entities. Among other things, this
agreement describes our responsibilities and your responsibilities. DemandStar has developed
proprietary Internet-based procuremerit software and process systems ("Products") through which it
provides Internet, fax and information services to network members. DemandStar provides network
membership FREE to governmental agencies.
WE agree:
1. To notify your current Suppliers ofyour Agency's membership in the DemandStar network.
2. TopromoteyourAgency'smembershipintheDemandStarnetworktoourSuppliercommunity.
3. To post information such as Formal Bid opportunities, tabulation sheets and award status, as entered
or provided by your Agency, on both our Internet and fax systems, and allow anyone to access this
information from DemandStar's fax system for no cost.
4. T~aut~matica~~yn~tifyappr~priatememberSupp~iers~fF~rma~Bid~pp~rmnitiesviaemai~~rfax.
5. To provide Formal Bid document fulfillment services in response to Supplier requests.
6. To distribute Formal Bid documents via the Internet if you provide us the documents electronically
as PDF files (no more than one PDF file for each bid or addendum).
7. To provide training and customer support to your Agency and Suppliers.
8. To provide a mechanism for member Agencies to share past and present bid information with other
member Agencies.
YOUagree:
1. To provide DemandStar with a letter announcing your membership in the DemandStar Network and
an electronic mailing list of your current Suppliers.
2. To log in all Formal Bids with or through DemandStar (this ensures that the registered Suppliers can
be assured of being notified of every Formal Bid opportunity from your Agency).
3. To enter Plan-holder information into the 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 reduces the likelihood of protests at bid opening time).
4. To use DemandStar as your sole automatic bid notification system (this ensures that Suppliers have a
consistent way of being notified of all Formal Bid opportunities from your Agency).
Membership term:
Your membership will begin upon execution of this agreement and will continue until either party
provides thirty (30) days written notice to the other party.
Agency: C',~-~ C>~ Corrc',e.\
Addre s s:
County:
DemandStar.corn, Inc.
1200 South Pine Island Road, Suite 600
Plantation, FL 33324
Si~atur~.'~~ ¢
Name:
Date:
Eersion 2.1 - City of Carmel, IN
Title:
Da,e:
Page l of 3
DEFINITIONS USED IN THIS AGREEMENT.
"Formal Bid" - means a bid and associated addenda that require public notification. These can
include request for proposals (RFPs), formal contracts, and annual buys, but does not include
Informal Quotes.
"Informal Quote" - means a request for quotation that does not require public notification.
"Plan-holder" - means a Supplier who has received the specifications for a Formal Bid.
"Agency" - means the governmental entity, agency or other organization that entered into this
Agreement with DemandStar.com, Inc.
"You" or "your" - means the Agency.
"DemandStar.com," "DemandStar," "we" or "our" -means DemandStar.com, Inc.
"Supplier" - means any provider of goods or services.
"Services" means the services provided by DemandStar.com, Inc. to the Agency pursuant to
this Agreement.
LICENSE AND OWNERSHIP. DemandStar grants Agency, free of charge, a non-exclusive and
non-transferable license to use the Products for its internal purposes during the term of this
Agreement. Ownership and all intellectual property rights in the Products and in all ideas, processes
and works of authorship created in whole or in part during the term of this Agreement by
DemandStar belong exclusively to DemandStar, The Agency acknowledges such ownership and
intellectual property fights in DemandStar and that any such work is not a work made by
DemandStar for hire, and that the Agency will 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
DemandStar by Suppliers is considered confidential and proprietary to DemandStar; however, upon
request, DemandStar will provide to Agency an up-to-date list of Plan-holders for all bids submitted
by Agency through DemandStar.
3. PUBLIC RECORDS REQUESTS. If required by law, and upon written request, DemandStar 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 DemandStar. DemandStar may
assess a fee for this service as provided for by law.
4. WARRANTY. The Services provided by DemandStar 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 ARE PROVIDED "FREE OF CHARGE TO
AGENCY" AND THEREFORE, EXCEPT AS PROVIDED 1N THIS PARAGRAPH, ON AN "AS
IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING TITLE, FREE OF DEFECTS,
MERCHANTABLE, OR FIT FOR A PARTICULAR PURPOSE.
,
SUPPLEMENTAL SUPPLIERS. In the event that the agency wishes DemandStar to notify non-
registered Suppliers of Formal Bids, the Agency may provide DemandStar with a limited list of
supplemental Suppliers. The supplemental Supplier list must be provided to DemandStar in
electronic format suitable to DemandStar. No single Supplier will be notified more than 3 times if
they are not registered with DemandStar.
Version 2.1 ~ Ci.tv of Carmel, IN
Page 2 of 3
DOCUMENT FULFILLMENT SERVICES. The Agency may choose to have DemandStar
provide document fulfillment services for printing, shipping, and handling of Formal Bids, addenda
and related documents on a case-by-case basis. DemandStar will bill the recipients for the services,
unless directed otherwise, in writing, by the Agency that they elect to pay for the services.
LIMITATION OF LIABILITY. 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
$20,000. To the maximum extent permitted by law, in no event shall DemandStar 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 DemandStar has
been apprised of the possibility of such damages.
8. GOVERNING LAW. The laws of the State of Indiana shall govern this Agreement.
ACTS OF GOD AND OTHER EVENTS. DemandStar is not responsible for disruption of
Services or non-use of Products due to circumstances beyond its control including, but not limited to:
fire, floods, war, civil unrest, severe weather, disruption of electricity or phone service and/or
Internet access, or any other unforeseen event or circumstance.
10. NOTICES. All notices 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 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.
11. ENTIRE AGREEMENT. This Agreement, consisting of three pages, contains the entire
Agreement of the parties and supersedes any prior written or oral understandings or agreements.
Version 2.1 - City of Carrnel, IN Page 3 of 3 ~
CITY OF CARMEL, INDIANA SUPPLEMENTAL SIGNATURE PAGE
IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date and year written above.
City of Carmel, Indiana
By and through its Board of Public Works
and Safety
By:
Its:
DemandStar.com, Inc.
October 20, 2000
Mr. Edward Jordan
DEMANDSTAR. COM NETWORK
1200 South Pine Island Road
Suite 600
Plantation, FL 33324
Dear Mr. Jordan:
On October 18, 2000, the Board of Public Works and Safety approved a contract to do business
with your company. Enclosed is a fully executed copy of the Agreement for your records.
Please review the enclosed sample invoice (Exhibit B). You do not need to use this specific
form, but we require you to submit the requested information in a similar layout. This format
replaces any other form previously used by the City and is effective upon approval of your
contract.
Please do not hesitate to contact me at 317.571.2413 if you have any questions or concerns.
Carfie A. Groce
Deputy Clerk-Treasurer
Enclosure
Joseph Staehler
Department of Administration