HomeMy WebLinkAboutDemandStar.Com, Inc. General Contract for Services -2000 02 09GENERAL CONTRACT FOR SERVICES
This Contract for Services (this "Contract") is made effective as of October O1, 1998,
by and between City of Winter Springs Purchasing Department located at 1126 E.
State Road 434, Winter Springs, FL 327082715 and DemandStaz.com, Inc. of P.O.
Box 600, Winter Pazk, Florida 32790-0600. In this Contract, the party who is
contracting to receive services will be referred to as Winter Springs Purchasing, and
the party who will be providing the services will be referred to as DemandStar.
1. DESCRIPTION OF SERVICES. Beginning on October O1, 1998, DemandStar
will provide the services described in the attached "Proposal for Services"
2. PAYMENT FOR SERVICES. No compensation will be paid to DemandStaz
except for fees incurred for optional services as outlined in Phase II, Proposal for
Services.
3. TERM/TERMINATION. Either party upon 30 days written notice to the other
party may terminate this Contract.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively the "Work Product")
developed in whole or in part by DemandStaz in connection with the Services will be
the exclusive property of DemandStaz.
5. CONFIDENTIALITY. DemandStaz, and its employees, agents, or representatives
will not at any time or in any manner, directly or indirectly, use for the personal
benefit of DemandStaz, or divulge, disclose, or communicate in any manner any
information that is proprietary to Winter Springs Purchasing unless so directed by
Winter Springs Purchasing. DemandStaz and its employees, agents, and
representatives will protect such information and treat it as strictly confidential. This
provision will continue to be effective after the termination of this Contract. Upon
termination of this Contract, DemandStaz will return to Winter Springs Purchsing all
RFPs, bids, data, and addendums belonging to Winter Springs Purchasing that were
used, created, or controlled by DemandStaz during the term of this Contract.
6. WARRANTY. DemandStaz shall provide its services and meet its obligations under
this Contract in a timely and workmanlike manner, using knowledge and
recommendations for performing the services which meet generally acceptable
standazds in DemandStaz's community and region, and will provide a standazd care
equal to or superior to Gaze used by service providers similaz to DemandStaz on
similaz projects.
7. ENTIRE AGREEMENT. This Contract contains the entire agreement of the
parties, and there are no other promises or conditions in any other agreement whether
oral or written concerning the subject matter hereunder. This Contract supersedes
any prior written or oral agreements between the parties.
8. SEVERABILITY. If any provision of this Contract will be held to be invalid or
unenforceable for any reason, the remaining provisions will continue to be valid and
enforceable. If a court finds that any provision of this Contract is invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision will be deemed to be written, construed, and
enforced as so limited.
9. VENUE. The laws of the State of Florida shall govern this agreement. Venue shall
be in Seminole County, Florida.
10. ATTORNEY'S FEE. In the event of litigation the prevailing party shall be entitled
to receive reasonable attorney's fees and costs.
11. TERMINATION FOR DEFAULT. The performance of the Agreement may be
terminated by Winter Springs Purchasing in accordance with this clause, in whole or
in part, in writing with a 30 day notice, whenever Winter Springs Purchasing shall
determine that the contractor has failed to meet performance requirement(s) of the
Agreement.
12. PERIOD OF AGREEMENT. Agreement shall be awazded fora 36-month term to
begin upon the effective date of this agreement.
13. OPTION TO EXTEND. The performance period of any contract resulting from this
solicitation may be extended upon mutual agreement between DemandStaz and
Winter Springs Purchasing with no change in terms or conditions. Any extension of
performance period under this provision shall be in one-year increments. Any
agreement or amendment to the agreement resulting from this solicitation shall be
subject to fund availability and mutual written agreement between Winter Springs
Purchasing and DemandStaz.
14. EXERCISE OF OPTION. Exercise of option to extend term of contract: If Winter
Springs Purchasing wishes to enter into an option period, 90 days prior to expiration
of this contract Winter Springs Purchasing shall request from DemandStar their
written statement of desire to enter into a 12 month extension of the performance
period.
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IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have executed this Agreement effective the day and year first written above.
City Manager
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Proposal for Services
Introduction
DemandStar is a Florida corporation that provides information services to government
and private businesses. Specifically, our company provides fax-on-demand, fax
broadcasting, database management, and Internet services. This proposal outlines
services being offered to the City of Winter Springs Purchasing Department hereinafter
referred to as "Winter Springs Purchasing". This proposal includes a description of these
services, methods of delivery and fees for said services.
PHASE I
Vendor Database Management
Winter Springs Purchasing agrees to forward an electronic file copy of its current vendor
database to DemandStar, Inc. This information will be used to mail informational letters
to all current Winter Springs Purchasing vendors. The vendors will be advised of the
upcoming implementation of the Winter Springs Purchasing's DemandStar system.
Included in the letter will be the following information:
1. Winter Springs Purchasing will no longer provide bid/RFP notification by
postcard, letter, fax, a-mail, telephone or send vendors unsolicited bid
packages.
2. Bid award or vendor participation information may no longer be given out
over the phone by Winter Springs Purchasing staff.
3. Information about upcoming bids/RFPs may still be obtained at no cost to the
vendor by:
• Newspaper advertisement in the local paper
• Postings at the WINTER SPRINGS PURCHASING Office
• Via the Winter Springs Purchasing Internet site
• Via the DemandStar fax-on-demand system
4. A description of the DemandStar fax-on-demand services.
5. A listing of information to be stored on the system including current
procurement items, tabulation sheets, Winter Springs Purchasing policies and
procedures, etc.
6. Instructions on how to use the DemandStar fax-on-demand system.
DemandStar agrees to assume the reproduction and postage costs for the initial vendor
mail-out described above.
Should vendors wish to receive automatic notification of bids/RFPs via fax and/or a-mail,
they will be invited to register with DemandStar in accordance with DemandStar's then
current Pricing Schedule. This service will provide the vendor with immediate
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notification of all new bids/RFPs developed by the Winter Springs Purchasing. They will
then be allowed to order the bid/RFP package by regular U.S. mail, express mail, a-mail
or via the Internet. Should Winter Springs Purchasing decide to bill vendors for bid/RFP
packages, the vendor will receive an invoice for such documents from DemandStar along
with the requested materials. (See Literature Fulfillment Services section).
Note: Should other cities within the borders of Seminole County decide to participate
in this program, registered vendors will receive bid/RFP notification services for those
agencies at no additional yearly charge.
Winter Springs Purchasing agrees to allow DemandStar to solicit by mail additional
vendors for purposes of having them register with DemandStar for automatic bid
notification services. DemandStar agrees to bear all cost of reproduction and mailing for
these solicitation efforts.
Any new vendors requesting to be added to the Winter Springs Purchasing
bidders/vendors list shall be referred to DemandStar for registration into the database.
DemandStar agrees to have new vendors registered within 48 hours of receipt of their
information.
Winter Springs Purchasing shall be given access rights to query the master vendor
database via the Internet. No editing of the database shall be permitted by anyone other
than DemandStar staff.
Fax Broadcast Services
Routine Broadcasts
When a new bid/RFP is developed by Winter Springs Purchasing staff, a copy of
the legal advertisement or announcement shall be sent via a-mail to
mail(a~demandstar.com. DemandStar agrees to provide Microsoft WordTM
templates or access to Internet-based templates to aid Winter Springs Purchasing
staff in preparing the bid/RFP advertisements or announcements. Winter Springs
Purchasing staff shall select the appropriate NIGP® commodity codes applicable
to that particular project. The selected commodity codes shall be included with
the copy of the bid/RFP information and e-mailed to DemandStar. The vendor
database will be queried for vendors matching the desired commodity codes and a
vendor broadcast list developed.
Unless otherwise requested, the broadcast will be scheduled for the next business
day following receipt of the new bid/RFP announcement by DemandStar.
Because the fax broadcast is an automated procedure, no advance warning can be
given to vendors who turn off their fax machines at night or whose phone number
is the same as their fax number. These vendors will not be able to receive the fax
broadcast.
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The broadcast will be repeated on three successive nights or until at least 90% of
the vendors selected have successfully received the information, whichever occurs
first. Only numbers unsuccessful during the previous broadcasts will be retried
on the subsequent broadcasts.
Fax-on-Demand Services
Phone Number:
DemandStar will develop a fax-on-demand service for Winter Springs
Purchasing. This service will allow Winter Springs Purchasing customers to
obtain procurement information by fax 24 hours a day, seven days a week. The
phone number customers will call to access the service will be (407) 975-0021.
This phone number will be unique to Winter Springs Purchasing and no other
county, city, or company's information shall be accessible from this number.
Voice Prompts:
Voice prompts for Winter Springs Purchasing's system are developed in
cooperation with Winter Springs Purchasing management. Design and scripting
will be done within the current programming parameters of our system. Winter
Springs Purchasing shall be made aware of any special programming
requirements and a cost estimate will be prepared prior to proceeding.
Indexing Procurement Information:
Information to be loaded onto the Winter Springs Purchasing system will be supplied
to DemandStar in a Microsoft WordTM or compatible format. The information may
be delivered on diskette or via a-mail to Information On Demand. All a-mail should
be addressed to: mail(a,demandstar.com.
Suggested information to be stored on the procurement system includes:
1. Current bids, RFPs, formal contracts and other solicitations
2. Vendor registration information
3. Award recommendation
4. Winter Springs Purchasing department codes and procedures
5. Miscellaneous forms
Documents will be numbered according to the following scheme:
Document # Description
xxxx 1 The legal advertisement, bid invitation or RFP
xxxx2 The entire bid package when made available for fax
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xxxx3 The mail order request form for the entire bid/RFP
package should it not be feasible to fax
xxxx4 The bid tabulation sheet for that particular bid
xxxx5 A list of all vendors who either picked up a bid
package or were mailed one
xxxx6 Any addendum to the original bid
xxxx7 The award recommendation
xxxx8 A list of all vendors who received the bid
invitation/RFP via fax broadcast. Information
includes date and time of transmission, and fax
number dialed
For example, for RFP-434 the bid tabulation sheet would be document # 4344.
Documents are numbered using only numeric characters. No alpha characters will
be used.
New Information
New information can be relayed to DemandStar in one of several ways:
1. By a-mail. Information can be sent via a-mail to:
mail e,demandstar.com.
2. Via fax. Information can be faxed 24 hours a day to (407) 599-0008.
New information will be loaded promptly onto the system upon receipt.
Deleting Old Information
In order to prevent vendors from trying to order out-of--date information, the
indexes of available documents needs to remain current. This can be done in one
of several ways:
1. Winter Springs Purchasing staff can simply line through out-of--date
documents on the index and then fax the corrected index to
DemandStar.
2. Winter Springs Purchasing staff could a-mail desired changes to
DemandStar.
3. Winter Springs Purchasing staff could call DemandStar during normal
business hours and advise which documents to delete.
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Collect and Long Distance Calls
No collect calls will be accepted by DemandStaz on behalf of Winter Springs
Purchasing. Winter Springs Purchasing will not be billed for long distance calls
for fax-on-demand or fax broadcasting services.
Customer Service
Technical support will be available from DemandStaz staff during normal
business hours, 9:00 AM to 5:00 PM EST, Monday through Friday. Calls after
hours will be dealt with during the next business day. Winter Springs Purchasing
customers needing technical assistance with the system should be referred to the
DemandStar office at (407) 975-0000.
Internet Services
Basic Information Posting and Update
DemandStaz agrees to post a listing of Winter Springs Purchasing current
procurement items on the Winter Springs Purchasing web site. Proper authoring
rights must be granted to DemandStaz. If desired, DemandStaz will host the web
pages particular to Winter Springs Purchasing on DemandStaz's own server. This
would obviate the need for access through Winter Springs Purchasing's firewall.
Information will be posted to Winter Springs Purchasing's site promptly by
DemandStaz.
PHASE II
Literature Fulfillment Services
Duplication
DemandStar offers complete literature fulfillment services. If Winter Springs
Purchasing should choose to have DemandStar print the bid/RFP packages,
Winter Springs Purchasing will be in accordance with DemandStar's then current
Pricing Schedule. If Winter Springs Purchasing elects to charge the vendor for
the bid/RFP packages, any duplication fees will be charged to the vendor.
Bid/RFP information to be printed will be sent via a-mail to
mail@demandstar.com in a Microsoft WordTM format. Bid/RFP packages will be
produced as requested by vendors.
Postage and Handling
Winter Springs Purchasing agrees to reimburse DemandStar for any postage
required for materials sent on behalf of Winter Springs Purchasing. If Winter
Springs Purchasing elects to charge the vendor for the bid/RFP packages, any
postage fees will be charged to the vendor.
For packages mailed to vendors on behalf of Winter Springs Purchasing, a
handling fee will be assessed to the vendor. This handling fee will be added to
the document and postage cost and will appear on the vendor's invoice. The
Winter Springs Purchasing will not be assessed the fee.
Vendor Invoicing
DemandStar will invoice Winter Springs Purchasing vendors for materials
processed by DemandStar. Each vendor invoice will list the date, requested bid
package number and amount due. This invoice will be included with the
requested materials. Fees will be payable by vendors upon receipt of the
materials. Checks from vendors will be made payable to DemandStar.
DemandStar agrees to process all request for materials promptly. Materials will
not be withheld pending payment from vendors unless the requesting vendor has a
past due balance older than 90 days. In such cases the vendor will be notified of
the outstanding balance and advised they can either bring their account current or
pick up the package from Winter Springs Purchasing offices. DemandStar will
send vendor statements every 30 days up to 90 days. After 90 days the vendor
will be notified that they will be unable to receive information by mail until their
account is brought current.
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