2013-77 CONTRACTOR AGREEMENT FOR
WEBSITE DESIGN AND ENHANCEMENT SERVICES
THIS AGREEMENT, made and entered into this 20day of A/o,e KY)be(2013,
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and JUST PROGRAM, LLC d/b/a Solodev 745 N.
Thornton Avenue, Orlando, FL 32803 (hereinafter referred to as "CONTRACTOR").
WHEREAS, CONTRACTOR in response to public bid RFP 12-0382-CR issued and
prepared by the City of Orlando, Florida submitted a response to provide Website
Design/Enhancement Services;
WHEREAS, based on CONTRACTOR's response, the City of Orlando entered into a
contract with CONTRACTOR;
WHEREAS, CITY desires to utilize the CONTRACTOR's contract with the City of
Orlando in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the
terms and conditions of the City of Orlando Contract.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
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The CONTRACTOR shall furnish all labor, materials, equipment, machinery, tools,
apparatus and transportation and perform all of the work to be described in a separate
task authorization to be issued hereunder and in accordance with this Agreement and all
of the terms and conditions contained in the City of Orlando RFP 12-0382-CR and the
City of Orlando contract and amendment thereto, which is attached hereto and
incorporated herein as Exhibit "A" and shall do everything required by this Agreement
and the other Agreement Documents contained in the specifications, which are a part of
these Documents. To the extent of a conflict between this Agreement and Exhibit "A",
the terms and conditions of this Agreement shall prevail and govern.
ARTICLE II - THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set
forth in the Task Authorization described below and the Agreement documents.
ARTICLE III - DESCRIPTION OF SERVICES
1. It is expressly understood and acknowledged that nothing herein shall obligate or
guarantee to CONTRACTOR any agreement or task authorization and CITY
expressly reserves the right to exercise its option to issue any such agreements to
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any qualified firm or entity in accordance with all applicable laws, ordinances,
policies and/or regulations.
2. The CITY shall make request of CONTRACTOR to provide services on a project
or task basis. The CITY will communicate with CONTRACTOR, verbally or in
writing, a general description of the task to be performed. The CONTRACTOR
will generate a detailed Scope of Work document, including a performance
schedule and total cost to complete the task and provided the "Task Proposal" to
the CITY. If a site visit by CONTRACTOR is needed to generate the scope
document, CONTRACTOR shall request approval prior to visiting the site. The
CITY will review the proposal, and if the description is mutually acceptable, the
parties will enter into a written "task authorization or work order". The Scope of
Services generally to be provided by the CONTRACTOR shall be as provided in
accordance with this Agreement and Exhibit"A" hereto.
3. CONTRACTOR shall not be authorized to proceed until the CITY has issued a
Purchase Order or Notice to Proceed to the CONTRACTOR. Upon receipt of the
signed Purchase Order or Notice to Proceed from the CITY, the CONTRACTOR
shall perform the services set forth in the task authorization/work order.
ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK
1. The CONTRACTOR shall commence work within 10 calendar days after receipt
of (i) notice to proceed or purchase order, and (ii) receipt of any applicable
permits required to perform the work, and the CONTRACTOR will substantially
complete the same within the time frame set forth in the task authorization or
notice to proceed, unless the period for completion is extended otherwise by the
notice to proceed or purchase order, amendment or change order to the
Agreement. Substantial Completion as provided herein shall be the day the
project or designated portion thereof is certified and accepted by the CITY as
sufficiently complete, in accordance with the Agreement Documents.
2. Refer to the Orlando contract, page 5,paragraph D. Warranty.
ARTICLE V - PARTIAL AND FINAL PAYMENTS
In accordance with the provisions fully set forth in the Agreement Documents, and
subject to additions and deductions as provided, the CITY shall pay the CONTRACTOR
as follows:
1. CONTRACTOR shall submit a progress payment request by the third (3rd) day of
each calendar month for work performed during the preceding calendar month.
Upon CONTRACTOR's signature accepting the PARTIAL PAYMENT
AUTHORIZATION, the CITY shall make a partial payment to the
CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified
and approved payment invoice by the CITY for work performed during the
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preceding calendar month under the Agreement. To insure proper performance of
the Agreement, the CITY shall retain ten percent (10%) of the amount of each
estimate until final completion and acceptance of all work covered by the
applicable Notice to Proceed or Task Authorization.
ARTICLE VI—DISPUTE RESOLUTION - MEDIATION
1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3. The parties shall share the mediator's fee and any filing fees equally. The
mediation shall be held in the place where the Project is located, unless another
location is mutually agreed upon. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
ARTICLE VII - INDEMNIFICATION
1. Refer to the Orlando contract, page 6, paragraph F. Indemnification Section.
ARTICLE VIII -NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be
deemed given when received by the party to whom it is intended.
CONTRACTOR: Just Program, LLC d/b/a Solodev
745 N. Thornton Ave
Orlando, FL 32803
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—MISCELLANEOUS
1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret
any provision of this agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
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2. Waiver. The waiver by city of breach of any provision of this agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this agreement.
3. Severability. If any provision of this agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,
or part thereof, shall be deleted or modified in such a manner as to make the
agreement valid and enforceable under applicable law, the remainder of this
agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4. Amendment. Except for as otherwise provided herein, this agreement may not be
modified or amended except by an agreement in writing signed by both parties.
5. Entire Agreement. This agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous agreements between the parties with respect to the
performance of services by CONTRACTOR.
6. Assignment. This agreement is personal to the parties hereto and may not be
assigned by CONTRACTOR, in whole or in part, without the prior written
consent of city.
7. Venue. The parties agree that the sole and exclusive venue for any cause of
action arising out of this agreement shall be Lake County, Florida.
8. Applicable Law. This agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9. Records. CONTRACTOR expressly understands and acknowledges that any and
all documents related to the services provided herein, may be considered records
that are subject to examination and production in accordance with Florida's
Public Records Law. CONTRACTOR expressly agrees that it will comply with
all requirements related to said law and that it will hold CITY harmless, including
attorney fees and litigation costs, for any such disclosure related to Florida's
Public Records Law.
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ARTICLE X - AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this
Agreement as if herein repeated. '
Document Precedence:
1. Task Authorization
2. Purchase Order or Notice to Proceed
3. This Agreement
4. All terms, conditions and documents contained in Exhibit"A"
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this '220 day of / Ode r ,2013.
City of Cleo. • •
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Tracy Ackr yd, City Clerk
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Request for Proposal for Website Design/Enhancement Request for Proposal RFP12-0382-CR
Services for DDB EXHIBIT A
WEBSITE DESIGN/ENHANCEMENT SERVICES
FOR DOWNTOWN DEVELOPMENT BOARD(DDB)
THIS AGREEMENT ("Agreement") is made effective the 1S`day of February, 2013, by
and between the Downtown Development Board ("DDB"), a body corporate and an agency of
the City of Orlando ("City"), created by referendum in December, 1972, under Chapter 71-810,
Laws of Florida, the Orlando Central City Neighborhood Development Board Act, codified in
Chapter 18 of the Charter of the City of Orlando ("Act"), hereinafter referred to as the "DDB"
and Just Program LLC, d/b/a Solodev,hereinafter referred to as the"Contractor", as follows:
WITNESSETH:
WHEREAS,by Section 8(1)of the Act,the DDB has been granted the authority to enter
into contracts and agreements; and
WHEREAS,under the DDB's policy and procedure codified as §1250.1 of the City's
policies and procedures manual, the Director of Purchasing has been authorized by the DDB to
serve as the DDB's principal procurement agent; and
WHEREAS,the services to be provided under this Agreement have been procured by
the City's Director of Purchasing on behalf of DDB;
NOW,THEREFORE, in consideration of the promises and of the mutual covenants and
promises herein contained,the parties hereto agree as follows:
I. SCOPE
A. Maintenance and Initial Services. Contractor shall perform Task 1, Task 3, and
Task 5 as defined in the Request for Proposal and amendments, if any, the Request for
Proposal and any amendments thereto being attached hereto as Exhibit "A" ("RFP"),
incorporated by reference herein and made a part hereof as fully as if herein set forth.
Except as otherwise set forth herein or in the RFP, such tasks shall be performed in
accordance with Contractor's proposal to the DDB, the proposal and any amendments
thereto being attached hereto as Exhibit "B" ("Proposal"), incorporated by reference
herein and made a part hereof as fully as if herein set forth. Unless otherwise specified
herein, the Contractor is to furnish all materials, tools, equipment, manpower, and
consumables to complete the work. No other work described in the RFP or proposed in
contractor's Proposal shall be performed without the prior mutual written consent of the
parties in the manner set forth in subsection 1.B. below.
(i) Initial Services - Tasks 1 and 3. As part of Contractor's performance of
Tasks 1 and 3, Contractor shall perform a thorough analysis of the current server
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hardware at Peer 1 Network (USA), Inc., as well as a detailed evaluation of the
WordPress software and accompanying plug-ins that are currently powering the
DDB website, including a security audit and the application of any needed
patches for vulnerabilities that are exposed. As part of Tasks I and 3 upon
completion of Contractor's analysis, Contractor shall provide DDB a report of its
findings and meet with representatives of DDB to discuss the report, as well as
recommended enhancements and upgrades to the website. Contractor shall
complete all work related to Tasks 1 and 3 no later than March 1,2013.
(ii) Maintenance - Task 5. In performing maintenance services to the City, the
parties shall follow the contact and escalation process set forth on Exhibit "C"
based upon the draft Master Services Agreement included by Contractor with its
proposal. The service level standards and procedures established on Exhibit "C"
shall be reviewed upon completion of Tasks 1 and 3 and periodically thereafter,
not less than every six months during the term of this Agreement, to address then
current needs and operating experience. Any change to the service level
standards and procedures will be upon mutual written agreement of the parties.
Except for those provisions regarding website maintenance set forth on Exhibit
"C" attached hereto and incorporated herein by this reference, the parties
acknowledge and agree that the draft Master Services Agreement included by
Contractor with its Proposal as a sample draft agreement, is not applicable to
work performed under this Agreement.
B. Additional At any time during the term of this Agreement, DDB may
request that Contractor perform additional work related to the website, including but not
limited to all or portions of the work described in the RFP or Contractor's Proposal which
were not initially authorized in Section I.A. above. Any additional services shall be
subject to the prior mutual agreement of the parties and shall be incorporated into this
Agreement by written amendment hereto. Contractor acknowledges and agrees that DDB
does not warrant or guarantee that any additional Tasks, services, or work of any kind
will be authorized.
II. ORDER OF PRECEDENCE
For the resolution and interpretation of any inconsistencies in this Agreement and/or the
documents attached hereto and included herein by this reference,the precedence of these
documents shall be given in the following order:
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1. This Agreement with any Attachments, including Addendums(s) and
Amendment(s) hereto, except the RFP (Exhibit "A") and Contractor's Proposal
(Exhibit`B");
2. DDB's Request for Proposal (Exhibit"A");
3. Contractor's Proposal(Exhibit"B").
III. TERM OF AGREEMENT
The period of this Agreement shall be for thirty six (36) months, beginning on February
1, 2013, and ending on January 31, 2016. This Agreement may, by mutual written
assent of the parties, be extended for two (2) additional twelve (12) month periods or
portions thereof, up to a cumulative total of sixty(60)months.
IV. COMPENSATION
The Contractor agrees to provide the services and materials as specified in its Proposal
to the DDB at the cost specified in said Proposal and amendments, if any. Upon
completion of Tasks 1 and 3 and acceptance of the work by DDB, DDB shall pay the
Contractor the total amount of Four Thousand Dollars ($4,000) as set forth in
Contractor's Proposal. For Task 5, the DDB will compensate Contractor on a monthly
basis in the amount of Two Thousand Dollars ($2,000) per month in arrears upon receipt
of a proper invoice from Contractor. Contractor acknowledges with respect to Task 5
that any unused retainer hours in a month shall rollover and accumulate during the term
of the Contract, including all extensions and renewals, and shall be available for use by
the DDB for future maintenance or additional services.
V. PAYMENT
All invoices received by the DDB are payable within thirty (30) days from receipt,
provided they have first been approved by the DDB, and DDB Representatives have
accepted the work. The DDB reserves the right, with justification, to partially pay any
invoice submitted by the Contractor when requested to do so by the using department.
All invoices shall be directed to the Accounts Payable Section, City of Orlando, 400
South Orange Avenue, Orlando, Florida, 32801-3302, with a copy to the DDB Division
Fiscal Manager at the same address. As set forth in the RFP, all payments by the DDB
shall be made in accordance with the Local Government Prompt Payment Act, §218.70
Fla, Stat. et seq.
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NOTE: ALL INVOICES MUST CLEARLY INDICATE THE
AGREEMENT NUMBER AS STATED HEREIN.
VI. FISCAL YEAR FUNDING APPROPRIATION
A. Specified Period
Unless otherwise provided by law, a contract for supplies or services may be
entered into for any period of time deemed to be in the best interest of the DDB,
provided the term of the contract and conditions of renewal or extension, if any,
are included in the solicitation and funds are available for the first fiscal period at
the time of contract. Payment and performance obligations for succeeding fiscal
periods shall be subject to appropriation by DDB and City Council of funds
therefor.
B. Cancellation Due to Unavailability of Funds in Succeeding Fiscal Periods
When funds are not appropriated or otherwise made available to support
continuation of performance in a subsequent fiscal period, the contract shall be
canceled and the Contractor shall be entitled to reimbursement for the reasonable
value of any nonrecurring cost incurred but not advertised in the price of the
supplies or services delivered under the contract or otherwise recoverable.
VII. GENERAL CONDITIONS
A. Patents and Copyrights
The Contractor shall pay all royalties and assume all costs arising from the use of
any invention, design, process, materials, equipment, product or device in
performance of the work, which is the subject of patent rights or copyrights.
Contractor shall, at its own expense, hold harmless and defend the DDB and/or
the City against any claim, suit or proceeding brought against the DDB and/or the
City which is based upon a claim, whether rightful or otherwise, that the work, or
any part thereof, furnished under this Agreement, constitutes an infringement of
any patent or copyright of the United States. The Contractor shall pay all
damages and costs awarded against the DDB and/or the City.
B. Termination for Default
1. The performance of work under this Agreement may be terminated by the
Director of Purchasing, in whole or in part, in writing, whenever the
Director of Purchasing shall determine that the Contractor has failed to
meet the performance requirements of this Agreement.
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2. The Director of Purchasing has a right to terminate for default if the
Contractor fails to make delivery of the supplies or perform the work, or if
the Contractor fails to perform the work within the time specified in the
Agreement, or if the Contractor fails to perform any other provisions of
the Agreement.
3. The Contractor may terminate this Agreement at any time for cause on
account of DDB's failure to pay amounts due to the Contractor under this
Agreement by giving written notice to DDB. DDB will have thirty (30)
days from the date of receiving Contractor's notice to terminate, within
which to cure the breach. If DDB cures the breach, this Agreement will
continue in full force. If DDB does not cure the breach, this Agreement
will be terminated and the DDB shall be liable for the payment of all work
properly performed prior to the effective date of termination.
C. Termination for Convenience
The DDB may terminate this Agreement at its convenience with thirty (30) day
advance written notice to the Contractor. In the event of such a termination by the
DDB, the DDB shall be liable for the payment of all work properly performed
prior to the effective date of termination.
D. Warranty
The Contractor warrants that all maintenance and support services shall conform
to professional standards of care and practice in effect at the time the work is
performed and be of the highest quality. Any defects caused by the Contractor
will be promptly corrected free of charge. Any custom development work will be
warranted to be free from all faults, defects or errors for ninety (90) days after
acceptance by the DDB. After this period, all faults, defects and errors will be
subject to the maintenance and services warranty. Whenever required by the
specifications of the Request for Proposal or this Agreement (including any
amendments hereto), the Contractor warrants that all equipment and materials
provided shall be new. If the Contractor is notified in writing of a fault,
deficiency or error in the work provided within ninety (90) days from acceptance
of the work, the Contractor shall, at the DDB's option, either re-perform such
portions of the work to correct such fault, defect or error, at no additional cost to
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the DDB,or refund to the DDB,the charge paid by the DDB,which is attributable
to such portions of the faulty,defective or erroneous work.
E. Time of Completion
The parties understand and agree that time is of the essence in the performance of
this Agreement. The Contractor shall not be liable for any delays caused by the
DDB. The Contractor or DDB, respectively, shall not be liable for any loss or
damage, resulting from any delay or failure to perform its contractual obligations
within the time specified, due to acts of God, acts or omissions of the other party,
actions or regulations by any governmental entity or representative, strikes or
other labor trouble, natural disasters, wars, riots,material transportation problems,
fire, or any other causes, contingencies or circumstances not subject to the
Contractor's or DDB's control, respectively, whether of a similar or dissimilar
nature, which prevent or hinder the performance of the Contractor's or DDB's
contractual obligations, respectively. Any such causes of delay, even though
existing on the date of the Agreement or on the date of the start of work, shall
extend the time of the Contractor's or DDB's performance respectively, by the
length of the delays occasioned thereby, including delays reasonably incident to
the resumption of normal work schedules. However,under such circumstances as
described herein, the Director of Purchasing may at his discretion, cancel this
Agreement for the convenience of the DDB.
F. Indemnification and Insurance
1. Indemnity
Each party hereby agrees to indemnify and hold harmless the other (and the
City) from and against any and all liability, claims, damages, demands,
expenses, fees, fines, penalties, suits, proceedings, actions, and costs of
actions, including attorneys' fees for trial and on appeal, and for the
preparation of same arising out of such party's or its officers' and employees'
intentional misconduct or negligent acts or omissions associated with this
Agreement. Notwithstanding anything in this Agreement to the contrary,
under no circumstances shall DDB or City be liable to Contractor (or any
person or entity claiming under or through Contractor) under any contract,
negligence, strict liability, or other legal or equitable theory for any amounts
in excess of those limits per claim and per occurrence set for tort liability in
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Section 768.28 of the Florida Statutes which limits are hereby made
applicable to all manner of claims against DDB or City related to this
Agreement and are not confined to tort liability.
2. Insurance Requirements:
The Contractor, at its own expense, shall keep in force and at all times
maintain during the term of this Agreement:
(a.) Commercial General Liability Insurance:
Commercial General Liability Insurance, issued by responsible
insurance companies and in a form acceptable to the City and
DDB, protecting and insuring against all the foregoing with
coverage limits of not less than Five-Hundred Thousand Dollars
($500,000)per occurrence for Bodily Injury and Property Damage.
(b.) Automobile Liability Insurance:
Automobile Liability coverage shall be in the minimum amount of
Three-Hundred Thousand Dollars ($300,000) per occurrence
combined single limits for Bodily Injury and Property Damage.
(c.) Workers' Compensation Coverage:
Full and complete Workers' Compensation Coverage, as required
by State of Florida law, shall be provided.
(d.) Insurance Certificates:
The Contractor shall provide the City and the DDB with
Certificate(s) of Insurance on all the policies of insurance and
renewals thereof in a form(s)acceptable to the City and the DDB.
Said Commercial General Liability policy shall provide that the
DDB and the City shall be named as additional insured. The City
and DDB shall be notified in writing of any reduction, cancellation
or substantial change of policy or policies at least thirty(30) days
prior to the effective date of said action. All insurance policies
shall be issued by responsible companies who are acceptable to the
City and the DDB and licensed and authorized to do business
under the laws of the State of Florida.
G. Acceptance
DDB shall accept or reject Contractor's work within thirty (30) days of delivery
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(or notification of completion) of the work by Contractor. In the event that DDB
fails to notify Contractor of its rejection of the work,DDB will be deemed to have
accepted the work on the thirtieth day after delivery (or notification of completion
of the work) by Contractor without the need for further action by DDB or
Contractor. In the event that DDB timely rejects the work,Contractor shall correct
the work and resubmit for acceptance by DDB. Notwithstanding and in addition
to any other permissible method for notifications under this Agreement,
notifications regarding acceptance or rejection of work may be made by the
DDB's Executive Director or his designee by fax or email addressed to
Contractor's project manager for the work or any officer of Contractor.
H. Correction of Work
The Contractor shall promptly correct all work rejected by the DDB as failing to
conform to this Agreement. The Contractor shall bear all costs of correcting such
rejected work.
Right to Audit Records
The City and DDB shall be entitled to audit the books and records of Contractor
or any subcontractor to the extent that such books and records relate to the
performance of the contract or any subcontract. The Contractor and its
subcontractors shall retain and maintain financial records and other records
relating to the contract for a period of five (5) years from the date of final
payment under the contract and by the subcontractor for a period of five (5) years
from the date of final payment under the subcontract unless a shorter period is
otherwise authorized in writing by the City or DDB. If any litigation, claim,
negotiation, audit or other action involving the records has been started before the
expiration of the 5-year period, the records must be retained until completion of
the action and resolution of all issues which arise from it, or until the end of the
regular 5-year period,whichever is later.
J. Time is of the Essence
The parties agree that time is of the essence in the completion of the work called
for under this Agreement. The Contractor agrees that all work shall be executed
regularly, diligently, and uninterrupted at such a rate of progress as will ensure
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full completion thereof within the time specified.
K. Information
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1. DDB Information. All information and data furnished to or developed for the
DDB by the Contractor or its employees, pursuant to this Agreement, excluding
previously copywritten materials, shall be the sole property of the DDB and all
rights therein are reserved by the DDB, except that the Contractor may disclose
any such information to its corporate affiliates and their agents. All information
and materials provided to Contractor by the DDB or the City (or by third parties
on behalf of the DDB or the City) regardless of format (including but not limited
to physical, electronic and oral) shall remain the property of the DDB and/or the
City, and Contractor shall obtain no proprietary rights therein. Upon the request
of the DDB or the City, Contractor shall immediately return any information or
materials provided by or on behalf of the DDB or the City. Contractor will not
disclose, communicate nor publish the nature or content of such information or
materials to any person or entity (except to those employees or representatives as
necessary to carry out Contractor's obligations under this Agreement), nor use,
except as authorized in writing by the DDB or the City, any such information or
materials they receive, acquire or obtain from the DDB or the City (or a third
party on behalf of the DDB or the City). The provisions of this subsection K. are
in addition to any confidentiality or care of data requirements set forth or
specified in the RFP and shall survive termination or expiration of this
Agreement.
2. Confidential Information. Both parties hereby acknowledge that each may
be exposed to confidential and proprietary information of the other and providers
of confidential and proprietary information, business information, and information
that may be exempted from disclosure or prevented from being disclosed by
reason of law("Confidential Information"). In order to be considered and treated
as Confidential Information under this Agreement and be exempt from disclosure,
information must be marked as confidential at the time of transmittal or delivery
to the receiving party and qualify as exempt or confidential under Florida law.
Neither party shall be deemed to be in breach of this Agreement for disclosing
any information that (i) is otherwise lawfully in the public domain, (ii) legally
obtained or developed from other sources without restriction on disclosure, or(iii)
is required to be disclosed by law or by lawful order of a court or other body
having proper authority. Both parties hereby agree that during the term of this
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Agreement and at all times thereafter, neither shall use, commercialize or disclose
such Confidential Information obtained from the other to any person or entity,
except to such other parties as the party claiming confidentiality may approve in
writing and under such conditions as such claiming party may impose in writing.
Both parties shall treat the other's Confidential Information as proprietary to the
other; to not knowingly disclose to any person, other than its employees,
consultants, or agents or the employees, consultants and agents of the other party
(as directed by the other party), any Confidential Information belonging to the
other party, and to inform its employees, consultants and agents of the
confidential nature of the others information and of the requirement of
nondisclosure.
Where either party receives a request by a third party for disclosure
("Receiving Party") of Confidential Information, the Receiving Party shall give
written notice to the party that is asserting such information is confidential
("Asserting Party") and the Asserting Party shall take action within two (2)
business days to notify the Receiving Party in writing whether the Asserting Party
agrees to the disclosure or whether the Asserting Party opposes disclosure and
whether the Asserting Party intends to take legal action to prevent such
disclosure. Failure by the Asserting Party to notify the Receiving Party within
said time period that it both opposes disclosure and intends to take legal action to
prevent such disclosure shall be deemed a waiver of confidentiality and
authorization for the Receiving Party to disclose the requested information. Each
party shall be responsible for the accuracy and legality of its assertion that
information is legally confidential or exempt from disclosure under law and,
subject to the limitation on DDB's liability set forth in Section VII.F.1. above,
shall indemnify and hold harmless the other party for any such assertions or
representations of confidentiality, including but not limited to any costs, expenses,
or penalties incurred for refusing to disclose requested information for which an
assertion of confidentiality has been made. Neither party shall be required to take
legal action to defend the other party's assertion of confidentially.
L. Familiarity With The Work
The Contractor by executing this Agreement, acknowledges full understanding of
the extent and character of the work required and the conditions surrounding the
Purchasing&Materials Management Division Page: 10
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performance thereof. The DDB will not be responsible for any alleged
misunderstanding of the work to be furnished or completed, or any
misunderstanding of conditions surrounding the performance thereof. It is
understood that the execution of this Agreement by the Contractor serves as his
stated commitment_to-fulfillall-the_conditions-referred-to-in-this-Agreement
M. Title and Risk of Loss
The title and risk of loss to the work shall pass from the Contractor to the DDB
upon the DDB's final acceptance of the work.
O. Notices. All notices required or permitted to be given under this Agreement shall
be in writing and delivered to Contractor or the DDB at one or more of the
addresses set forth below(or such other address as may hereafter be designated by
such party in writing):
Notices-to-DIDB-shall-be-submitted-to-the-following: - -
Chief Procurement Officer
Procurement and Contracts Division
Fourth Floor, Orlando City Hall
400 S. Orange Avenue
Orlando,Florida, 32801
Fax: (407)246-2869
With a copy to:
Executive Director
Downtown Development Board
Sixth Floor, Orlando City Hall
400 S. Orange Avenue
Orlando,Florida, 32801
Fax: (407) 246-3359
Notices to Contractor shall be submitted to:
Just Program LLC, d/b/a Solodev
Attn: Shawn Moore, Chief Technology Officer
745 North Thornton Avenue
Orlando,Fl 32803
Fax: (407)440-4499
Notices shall be either: (1) personally delivered (including delivery by Federal
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Request for Proposal for Website Design/Enhancement Request for Proposal RFP12-0382-CR
Services for DDB
Express or other courier service) to the addresses set forth above, in which case
they shall be deemed delivered on the date of delivery; (2) sent by certified mail,
return receipt requested, in which case they shall be deemed delivered on the date
shown on the receipt unless delivery is refused or intentionally delayed by the
addressee-in-which-cventthey-shall-be-deemed-delivered-on-the-date-of-deposit in
the U.S. Mail; or (3) transmitted via telecopier using the telecopier number
provided above, in which case the delivery shall be deemed to have occurred on
the day of the transmission, provided that the time and date of transmission is
before 5:00 p.m. Orlando local time on a business day of the City or, if not,
delivery shall be deemed to have occurred on the next business day of the City
after the transmission. In addition to the authority granted to any other DDB or
City official herein or in the RFP to take a particular action on behalf of the DDB,
—the-city's-Chief Procurement Officer or designee(s) shall have full authority to
send and receive all notices and to take all other actions on behalf of the DDB
related to this Agreement.
VIII. MISCELLANEOUS PROVISIONS
A. The Contractor shall not employ subcontractors without the advance written
permission of the Director of Purchasing.
B. Assignment of this Agreement shall not be made without the advance written
consent of the Director of Purchasing.
C. The Contractor shall comply with all applicable federal, state and local laws,
ordinances, rules and regulations pertaining to the performance of work under this
Agreement.
D. This Agreement is intended by the parties hereto to be the final expression of their
agreement and is a complete and exclusive statement thereof notwithstanding any
representation or statements to the contrary heretofore made. This Agreement
may be amended only if such amendment is in written form and executed by the
parties.
E. The Contractor is to procure all permits, licenses, and certificates, or any such
approvals of plans or specifications as may be required by federal, state and local
laws, ordinances, rules, and regulations, for the proper execution and completion
of the work under this Agreement.
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Services for DDB
F. All disputes between the parties shall be resolved in accordance with the City of
Orlando's Purchasing Code, (Chapter 7 of the City Code).
G. This Agreement is considered a non-exclusive Agreement between the parties.
H. This Agreement is deemed to be under and shall be governed by, and construed
according to,the laws of the State of Florida.
I. Any litigation arising out of this Agreement shall be had in the Courts of Orange
County, Florida.
J. The undersigned hereby certifies that this Agreement is made without prior
understanding, agreement or connection with any corporation, firm or person who
submitted bids for the work covered by this Agreement and is in all respects fair
and without collusion or fraud. As to Contractor, the undersigned hereby
warrants and certifies that they are authorized to enter into this Agreement and to
execute same on behalf of the Contractor as the act of the said Contractor.
K. This Agreement, including any Exhibits hereto, contains all the terms and
conditions agreed upon by the parties. No other agreements, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind
either party hereto. Any provision of this Agreement which by its nature is
applicable to circumstances arising after the termination or expiration of this
Agreement will survive such termination or expiration and remain in full force
and effect, including but not limited to any records retention and confidentiality
provisions.
L. The City of Orlando's Director of Purchasing or her written designee shall have
authority to act on behalf of the DDB in matters related to this Agreement,
including but not limited to the sending and receiving of any notices required
hereunder.
******************************************************************************
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Request for Proposal for Website Design/Enhancement Request for Proposal RFP12-0382-CR
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the date first
written above.
PURCHASING AND MATERIALS APPROVED AS TO FORM AND LEGALITY
MANAGEMENT DIVISION for the use and reliance of the
CITY OF ORLANDO,FLORIDA / ' City of Orlando,Florida,only.
�2hBy: Jv ' —ts A/__ 3
Director of Purchasing Date: A I 2010
RHONDA S..ULMER,C.P.M.,CPPO,FCCN /
Name,Typed or Printed ,Qf�) A 2_
`� / " ITY ATTORNEY
Date: ,c7 ,203 ORLANDO,FLORIDA
CONTRACTOR
By:
Signature
Dagmar Moore.President CORPORATE SEAL
Name&Title,Typed or Printed
Just Program.LLC DBA Solodev
Name of Company,Corp.,etc.
745 N.Thornton Avenue
Mailing Address
Orlando,FL 32803
City,State and Zip
•
407-898-1961
Area Code/Telephone Number
STATE OF I Or∎d►o.
COUNTY OF OMCNC f, ZU`3
The foregoing instrument was acknowledged before me this 3I day of `'SO.,nv(l..r•.j , 2O44; by lagsrmor
,as the Zrt bA OL4.,.ry c ,on behalf of He/she(is)personally MG Wt
known to me or(has)produced VO C. (type of identification)
WITNESS my hand and official seal this 'A1 bi day of 'IonUaN.4 ,2A4•2. 2013
(SEAL) KRYSIAMCDANIEL Signature of Pers Taking Acknowledgment
Notary Public,8tateot Flodcla
,,.., CommissionSEE144713 VvLig,p. Yn3_Up„rt€_-4
My Comm.expires Nov.08,2015 Typed,Printed or Stamped Name of Person
Taking Acknowledgment
My Commission Expires:
Purchasing&Materials Management Division Page: 14
solodev
Ideas realized online
ll - _ Price Proposal
li This cost represents our initial estimate based on the data provided within the RFP.This amount can be
adjusted if page counts changes, less functionality is needed or factors are presented for consideration.
NEW FEATURES:
This phase of the project consists of developing/configuring the required functionalities for this project,
training,testing, and graphic design.
Total Monthly
Features
Cost
Project Management, Information Gathering,Scope Determination $2,000.00
- -- -- - -- - - --------- - - ------ ------ ------ - ----
Graphic Design and Development(65 hours) $6,500.00
- - --- ---------- ------- --- - - - -- --- --- -- ----Website Optimization,SEO, Lead Generation(65 hours) $6,500.00
Programming: Enhanced GIS Mapping(85 hours) $8,500.00
--- - - -- -- ---- - - - - --- -------- - - - --------------- - — - ---- -----
Programming: Events, RSVP, Payments(55 hours) $5,500.00
Programming: Facebook API Integration (55 hours) $5,500.00
Programming:Streaming Video Manager TBD
Programming:Surveys and Reporting(55 hours) $5,500.00
Programming:ADA Compatibility,Weather Feed,Google Analytics, Photo
Galleries, Forms,Google Translate (45 hours) $4,500.00
Training,Training Material and Initial Technical Support(30 hours) $3,000.00
Software Review,Testing and Problem Solving $2,000.00
Total Cost of Proposed Features $49,500.00
ANNUAL MARKETING AND MAINTENANCE:
Number of
Service Type Monthly Total Monthly Cost
Hours*
Website Administration-Software Updates, HTML,Webpage
Editing& Enhancements, Programming, etc. 8 $800.00
- ----- - --- --- - -------- --- - -- ----- -- - - ---- - - - ---Server Administration-Server Maintenance and Support 2 $200.00
----- --- - - ---- - ------ ---- --------- - ---- -------
Email and Technical Phone Support 6 $600.00
— - - - ---- - ------- - - - --------- -----
Search Engine Optimization 4 $400.00
Total Monthly Cost for Maintenance&Support Services $2,000.00
*Each additional hour of work will be billed at$110.00 per hour
Website Design and Enhancement Services I Price Proposal `13E3
Request for Proposal for Website Design/Enhancement Amendment No.: One
Services for DDB RFP 12-0382-CR
AMENDMENT NUMBER ONE TO
AGREEMENT DATED FEBRUARY 1,2013
BETWEEN DOWNTOWN DEVELOPMENT BOARD AND
JUST PROGRAM LLC(d/b/a Solodev)
THIS AMENDMENT ONE TO AGREEMENT is made and entered into this 16th day
of July, 2013, by and between the Downtown Development Board ("DDB"), a body corporate
and an agency of the City of Orlando ("City"), created by referendum in December, 1972, under
Chapter 71-810, Laws of Florida, the Orlando Central City Neighborhood Development Board
Act, codified in Chapter 18 of the Charter of the City of Orlando ("Act"), hereinafter referred to
as the"DDB" and Just Program LLC, d/b/a Solodev, hereinafter referred to as the"Contractor",
as follows:
WHEREAS, the DDB and the Contractor entered into an Agreement ("Agreement")
under the date of February 1, 2013, whereby the latter would perform certain services with
respect to website audit,evaluation, and maintenance; and
WHEREAS, the DDB and the Contractor desire to amend the scope of services of said
Agreement to authorize the performance of additional work by Contractor as more fully set forth
herein;
NOW,THEREFORE, in consideration of the mutual promises and covenants contained
herein,the parties agree as follows:
1. Additional Work. Upon execution of this Amendment One by both parties,
Contractor shall undertake to perform and complete in a reasonably diligent manner the tasks set
forth in the Scope of Work attached hereto and incorporated herein by reference as Exhibit"A".
Except as may be specified herein or on Exhibit"A", all work shall be performed in accordance
with the terms of the Agreement. In addition, except as may be specified herein or on Exhibit
"A", Contractor is to furnish all materials, tools, equipment, manpower, and consumables to
complete the work.
2. Compensation. Payment for individual tasks shall be invoiced to the DDB in
the lump sum amount for such task set forth on Exhibit"A" upon completion and acceptance of
the work by the DDB in the manner provided in the Agreement. Contractor agrees that such
lump sum fees for each task are in full and complete satisfaction for all materials, services,
deliverables, reimbursable expenses, sub-contractor fees and costs, and other items to be
Request for Proposal for Website Design/Enhancement Amendment No.: One
Services for DDB RFP 12-0382-CR
performed or provided in relation to such task assignment. DDB shall not be responsible for
payment for any work performed outside the scope of a task listed on Exhibit "A" or for fees,
costs,or expenses for work in excess of the lump sum figure set forth for a task on Exhibit "A".
3. Term. Contractor shall complete the work in accordance with the schedule
shown on Exhibit"A" with all work being completed on or before December 16,2013.
4. Agreement. This Amendment is hereby made a part of the Agreement as if
attached thereto and fully set forth therein. Except as expressly set forth herein, all work
performed by the Contractor in relation to this Amendment and the Scope of Work contained
herein shall be performed in compliance with and subject to the terms and conditions of the
Agreement. No additions, alterations, or variations to the terms of this Amendment shall be
valid,nor can the provisions of this Amendment be waived by either party,unless such additions,
alterations, or waivers are expressly set forth in writing in a document duly executed by the
parties. In all other respects, and except as specifically modified and amended herein, the
Agreement shall continue in full force and effect as written and the parties hereto agree to be
bound thereby.
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Request for Proposal for Website Design/Enhancement Amendment No.: One
Services for DDB RFP 12-0382-CR
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the date first
written above.
PROCUREMENT&CONTRACTS DIVISION APPROVED AS TO FORM AND LEGALITY
City of Orlando, Florida for the use and reliance of the
City of Orlando,Florida,only.
By:
Acting Chief Procurement Officer Date: /t‘ 2013
/
David Billingsley,CPSM,C.P.M.
Name,Typed or Printed
ASSISTANT CI '' ' ORNEY
Date: �'1 y t ,2013 ORLANDO, FLORIDA
********************************************************************************************
CONTRACTOR
By: / / './ g.
Signatu •
1)o mar Poo re/ 'Pr€�/de v1 CORPORATE SEAL
Name k&Title,Typed or Printed
.TUB,'Pr ram Ld o/60, Oo%olev
Name of Coltipany,Corp.,etc.
4115 N . Thornioo Avenue
Mailing Address
Orlo -goo Fi 32 803 .
City,State and Zip
407- 191- /q�/
Area Code/Telephone Number
STATE OF Vi lid a�
COUNTY OF D able-
The foregoing instrument was acknowledged before me this ! day of ‘--1 C4Alt- , 2013, by
01,114tAt At OD ,as the °ftMad- ,on behalf of ZLtit li'DDI I't.tr LLC.
He/she(is)personally known to me or(has)produced a DI-- (type of identification)
WITNESS my hand and official seal this 1 day of "T ,2013.
11 I "a"L'r'o�a.� ANDREA DIEKMAN
(• t•Y t�- Notary Public-State of Florida Signature of Person Taking Acknowledgment
My Comm.Expires May 17,2016 �O�
Commission#EE 199515 -Ali A V A.
Bonded Through Nahonat Notary Assn
• — — — — — — _ _ _ _ _ Typed, Printed or Stamped Name of Person
Taking Acknowledgment
My Commission Expires: 11e
AV,
g-t-
J /
I
Request for Proposal for Website Design/Enhancement Amendment No.:One
Services for DDB RFP 12-0382-CR
]EXHIBIT "A"
(Scope of Services)
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