HomeMy WebLinkAboutMPInet Internet Service Agreement -2000 03 29
INTERNET SERVICE AGREEMENT
This Internet Service Agreement ("Agreement") is made and entered into as of the
_~~_ day of ~,(,pn~~ , 2000, by and between the City of Winter Springs, a
Florida Municipal Corporation existing under the laws of the State of Florida ("City"), and MPInet,
a ~ „~{oY,~ 5r~w ~ z~ . ("Contractor").
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WITNESSETH:
WHEREAS, the City has determined that it is necessary, appropriate and in the best interest
of the City to retain and contract with the Contractor to render and perform Internet and website
provider services for purposes of creating a fully operational City of Winter Springs' website, as
provided herein; and
WHEREAS, Contractor represents and warrants that it has the personnel, equipment, and
experience to provide the services as provided herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement, the parties
agree as follows:
1.0 Incorporation of Recitals. The foregoing recitals are true and accurate and by this reference
are incorporated into this Agreement.
2.0 General Provisions.
2.1 Definitions.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Contractor to provide the Internet Services stated herein
to the City.
(b) "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not be effective against any party
until said date.
(c) "Public Record" is as described in Section 119.011(1), Florida Statutes.
(d) The "City" is the City of Winter Springs, a Florida Municipal Corporation
existing under the laws of the State of Florida.
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(e) "Contractor" is MPInet, a ~~Q and its employees who are
engaged in the business of programming, testing and designing websites.
(f) "Internet Services" shall include the Contractor's creation of a fully
operational website for the City, as specifically set forth in paragraph 3.1 of
this Agreement.
3.0
2.2 Engagement. The City hereby engages the Contractor and the Contractor agrees to
perform the Internet Services outlined in this Agreement for the compensation stated
in paragraph 4.0 of this Agreement. No prior or present agreements or
representations shall be binding upon any of the parties hereto unless incorporated
in this Agreement.
2.3 Due Diligence. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions affecting the
Internet Services, the availability of materials and labor, the cost thereof, the
requirements to obtain necessary insurance, and the steps necessary to complete the
Internet Services within the time set forth herein. The Contractor warrants unto the
City that it has the competence and abilities to carefully and faithfully complete the
Internet Services in the manner and within any time limits proscribed herein. The
Contractor will perform the Internet Services with due and reasonable diligence
consistent with sound professional and labor practices.
2.4 Employee Profiles. At the City's request, Contractor shall be required to submit to
the City profiles of any employee performing Internet Services pursuant to this
Agreement, prior to that employee commencing such services. The City reserves the
right, at its sole discretion, to prohibit or restrict an employee's access to any City
building or property based on an employee's criminal record.
Scope of Services
3.1 Scope of Work. Contractor shall perform Internet Services for the City as
follows:
(a) Contractor will design and create for the City a fully operational website, as
follows:
(1)
(2)
Home/Splash Page -static page consisting of navigational items,
contact/address information, City logo.
About Us -static page with the City's history and mission statement.
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(3) City Departments -contains links to all of the individual City
departments to include each of their direct information.
(4) Event Calendar -this page will use MPinet's dynapage technology to
allow updates through a web browser to display the most current
events by month.
(5) Mayor & Commission -static page displaying pictures of the mayor
and the commission members, district map and links to the minutes,
agendas, and meetings that will be dynamically changed through
MPInet's dynapage technology.
(6) Boards & Committees -listing of the various boards and committees
that can be updated, edited, deleted, or added through MPInet's
dynapage.
(7) Employment Opportunities -dynamic page displaying each of the job
opportunities available at the City with a link to inquire further
through email.
(8) Forms & Publications -static page with links to downloadable forms
and publications in .pdf format.
(9) News & Events -dynamic page allowing updates through MPInet's
dynapage technology. Add, delete and edit functions through a web
browser.
(10) Contact Us -listing of all the general contact information, also using
dynapage for each of the City departments to change their
information as it changes.
(b) The City reserves the right at any time to inspect Contractor's work for
compliance with this Agreement. If Contractor's performance is
unsatisfactory, the areas of unsatisfactory performance shall be reported to
the Contractor for correction as required by the City.
(fj Contractor shall be responsible in the event of any damage to City property
or personal property of employees in any way arising out of, or caused by,
Contractor's performance of the Internet Services.
(g) The Contractor shall immediately report to the City all hazardous conditions
and computer items in need of repair.
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4.0 Comuensation. For the Internet Services provided hereunder, the City agrees to pay
Contractor as follows:
4.1 Task; Hours of Service; Payment. City agrees to pay Contractor an amount not
to exceed Twelve Thousand Three Hundred Twenty-Five and No/100 Dollars
($12,325.00) for Contractor's performance of the Internet Services. For estimation
purposes only, the Internet Services are broken down by tasks as set forth below:
(a) User interface, 15 hours at $95.00 per hour for a total of $1,425.00.
(b) Graphics Development, 15 hours at $95.00 per hour for a total of $1,425.00
(c) HTML Coding, 45 hours at $95.00 per hour for a total of $4,275.00.
(d) Dynapage Design & Coding, 25 hours at $105.00 per hour for a total of
$2,625.00.
(e) Custom Database Design & Coding, 20 hours at $105.00 per hour for a total
of $2,100.00.
(f) Testing, 5 hours at $95.00 per hour for a total of $475.00.
4.2 Payment. Within thirty (30) days of execution of this Agreement, City shall
make an initial payment to Contractor in the amount of Six Thousand One Hundred
Sixty-Two and 50/100 Dollars ($6,162.50). Upon completion of the Internet
Services required hereunder, the Contractor shall provide the City a written and
proper invoice which shall reflect the final payment owed by City. City shall pay the
final payment within 30 days of receiving said invoice. The invoice shall provide
a detailed breakdown of the Internet Services provided by Contractor under this
Agreement and shall include the name of the person performing the Internet Service,
the date the Internet Services were performed, the hours worked, the hourly rate, a
credit for the initial payment, and the gross and net amount owed. The Final
payment shall be made prior to launching the website created by Contractor under
this Agreement. Unless otherwise specifically agreed in writing by the City, there
shall be no other compensation paid to the Contractor for any costs and fees incurred
in the performance of the Internet Services under this Agreement. The City's failure
to make payments within the aforementioned sentence shall not constitute a material
breach or default of this Agreement.
5.0 General Conditions of Internet Services.
5.1 City Inspection. The City shall have authority to reject any and all Internet Services
as not conforming to this Agreement.
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5.2 Internet Services is a Private Undertaking. Contractor is an independent
Contractor and is not an employee of the City. The Internet Services provided by
Contractor under this Agreement are a private undertaking.
5.3 The City's Responsibilities. The City shall cooperate with the Contractor by:
(a) Designating a representative with authority to act on the City's behalf on all
matters concerning the Internet Services being provided hereunder; and
(b) Arrange for access to the City owned property and buildings by the
Contractor as necessitated by the Internet Services under this Agreement.
5.4 Contractor's Personnel. Contractor reserves the right to assign qualified personnel
of its own choosing to perform the Internet Services.
5.5 Data Safeguards. All written information submitted by City to Contractor in
connection with the Internet Services, which is identified as proprietary information,
will be safeguarded by Contractor to at least the same extent that Contractor
safeguards like information in its own business.
6.0 Miscellaneous.
6.1 Time is of the Essence. Time is of the essence of this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other
non-business day, then such date shall automatically extend to 5:00 p.m. on the next
subsequent business day.
6.3 Assignment. This Agreement shall not be assigned by either party unless the non-
assigning party agrees to the assignment in writing.
6.4 Third Party Rights. This Agreement is not a third party beneficiary contract and
shall not in any respect whatsoever create any rights on behalf of any third parties.
6.5 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s)
and execute and deliver any further documents which maybe necessary or desirable
in order to carry out the purposes and intentions of this Agreement.
6.6 Legal Representation. The parties acknowledge that Anthony A. Gazganese, Esquire
and Amari & Theriac, P.A., and the other attorneys therein, have acted as counsel for
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the City in connection with this Agreement and the transactions contemplated herein,
and has not given legal advice to any party hereto other than the City.
6.7 Severability. If any provision of this Agreement is held to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless remain in full force and
effect, unless the absence of the invalid, void or unenforceable provision or
provisions causes this Agreement to fail in its essential purposes.
6.8 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any
dispute between them relating to this Agreement, exclusive jurisdiction shall be in
the trial courts located in Seminole County, Florida, for state court actions and
Orlando, Florida for federal court actions. Any objections as to jurisdiction or venue
in such courts being expressly waived.
6.9 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement between the parties hereto, the prevailing party in
such litigation or controversy shall be entitled to recover from the other party or
parties all reasonable attorney's fees and paralegal fees, expenses and suit costs,
including those associated with any appellate or post judgment collection
proceedings.
6.10 Non-Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver
of that or any other right, unless otherwise expressly provided herein.
6.11 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following
circumstances: when delivered in person ; or three (3) business days after being
deposited in the United States Mail, postage prepaid, certified or registered; or the
next business day after being deposited with a recognized overnight mail or courier
delivery service; or when transmitted by facsimile or telecopy transmission, with
receipt acknowledged upon transmission; and addressed as follows (or to such other
person or at such other address, of which any party hereto shall have given written
notice as provided herein):
To Winter Springs: City of Winter Springs
ATTN: Ronald McLemore, City Manager
1126 East State Road 434
Winter Springs, Florida 32708
PH: (407) 327-5957
FAX: (407) 327-6686
To Contractor: MPInet.
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ATTN: ~/
1101 N. Keller Road, Suite E
Orlando, Florida 32810
PH: (407) 660-7900
FAX: (407) 660-7848
6.12 Counterparts. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered, shall be an original; but such counterparts
shall together constitute but one and the same instrument.
6.13 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other
writing of the Contractor related, directly or indirectly, to this Agreement, may
constitute a Public Record whether in the possession or control of the City or the
Contractor. If said record, document, computerized information and program, audio
or video tape, photograph, or other writing of the Contractor is subject to the
provisions of Chapter 119, Florida Statutes, Contractor shall not destroy it without
the specific written approval of the City. Upon request by the City, the Contractor
shall promptly supply copies of said public records to the City. All books, cards,
registers, receipts, documents, and other papers in connection with this Agreement
shall at any and all reasonable times during Contractor's normal business hours be
open and freely exhibited to the City for the purpose of examination and/or audit.
6.14 Interpretation. Both the City and the Contractor have participated in the drafting
of all parts of this Agreement. As a result, it is the intent of the parties that no
portion of this Agreement shall be interpreted more harshly against either of the
parties as the drafter.
7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or Agreements, either oral
or written, and all such matters shall be deemed merged into this Agreement.
8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver
of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed on the City's potential liability under state or federal law.
9.0 General Liability Insurance. For all Internet Services performed hereunder, the Contractor
shall purchase and maintain, at its own expense, such general liability insurance and
automobile liability insurance to cover claims for damages because of bodily injury or death
of any person or property damage arising in any way out of the Internet Services performed
under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000
per occurrence combined single limit for bodily injury liability and property damage
liability. This shall include but not be limited to automobile liability of owned vehicles,
hired and non-owned vehicles, and employee non-ownership.
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10.0 Indemnification and Hold Harmless. For all Internet Services performed pursuant to this
Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and
hold harmless the City and its employees, officers, and attorneys from and against all claims,
losses, damages, personal injuries (including but not limited to death), or liability (including
reasonable attorney's fees through any and all administrative, trial and appellate
proceedings), directly or indirectly arising from the negligent acts, errors, omissions,
intentional or otherwise, arising out of or resulting from Contractor's performance of
Internet Services pursuant to this Agreement. Notwithstanding, Contractor shall not be
liable for any damages caused by delay in rendering Internet Services arising from any cause
beyond the reasonable control of Contractor or as a result of bona ode strikes or work
stoppages involving Contractor's employees and contractors.
The indemnification provided above shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any
and all claims of liability and all suits and actions of every name and description that may
be brought against the City or its employees, officers, and attorneys which may result from
the Internet Services under this Agreement whether the Internet Services be performed by
the Contractor or anyone directly or indirectly employed by them. In all events the City shall
be permitted to choose legal counsel of its sole choice, the fees for which shall be subject
to and included with this indemnification provided herein, as long as said fees are
reasonable.
11.0 Standard of Care. In performing its Internet Services hereunder, the Contractor shall use
that degree of care and skill ordinarily exercised, under similar circumstances by reputable
members of its profession practicing in the same or similar locality.
12.0 Termination. The obligation to provide Internet Services under this Agreement may be
terminated by either party upon at least ten (10) days advance written notice. Further, upon
notice of termination by the City, the Contractor should immediately cease the Internet
Services being performed hereunder. On termination of this Agreement for any reason, the
Contractor shall provide to the City a detailed written invoice as provided for in paragraph
4.2 of this Agreement. City shall pay the Contractor, as full payment for all services
actually performed and all reimbursable expenses actually incurred (if any), sums due and
owing to the Contractor for payment of all Internet Services completed to the termination
date ("Termination Payment"). In the event the Termination Payment is less than the initial
payment of $6,162.50, Contractor shall reimburse the City an amount equal to $6,162.50
minus the Termination Payment.
13.0 Contractor's Signatory. The undersigned person executing this Agreement on behalf
of Contractor hereby represents and warrants that he/she has the full authority to sign said
agreement for Contractor and to fully bind Contractor to the terms and conditions set forth
in this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated.
Date: 3 01.3 b b
STATE OF FLORIDA
COUNTY OF SEMINOLE
City of Winter Springs
By. o~ GJ yY~~---*
Name: Ronald W. McClemore, City Manager
I hereby certify ton this da ,before me, an officer duly authorized to administer oaths and acknowledgments,
personally appeared ~~~i ~ . ~l-~(~ City Manager of the City of Winter Springs, personally
known to me to be the person described in and who executed the foregoing instrument, who acknowledged before me
that he executed the same, and an oath was not tak~en~.
Dated this ~ day of ~Y~ , 2000.
ANDREALORENZO-LUACES
MY COMMISSION # CC 831931
EXPIRES: May 9, 2003
~ 3G!(?TARV Flo. Notary Service & Bonding Co.
My Commis ~~,.,,,,ti>
Date: Z~r i~Wr,1a. °0
TARY PUBLIC ~ ~~~\ ~
Printed or Typewritten Name J
MPInet
By:
e:
itle: r cre_~.w eus ~ ~.n•.~~ay
STATE OF FLORIDA
COUNTY OF SEMINOLE
I hereby certify that on this day, before me, an officer duly authorized to administer oaths and acknowledgments,
personally appeared~~ ~;~f (;t (,~ of MPInet personally known to me to be
the person described in and w o executed a foregoing instrumen , ho acknowledged before me that he executed the
same, and an oath was not taken. t
Dated this 1" day of
2000. ~
~~
1,--
My Commission Expires:
~.~~ h~ Sunshine BatiOn
* *My ComfNstdOn OCts66/~'1
~.? N n~ Expires duns 15, 2001
NOTARY PUBLIC
Printed or Typewritten Name
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