CONTRACT FOR DIGITAL MARKETING AND WEBSITE DEVELOPMENT SERVICESContract
This Contract, entered into this 27th day of February 2017 by and between the Community
Redevelopment Agency of the City of Clearwater, a Florida redevelopment agency, hereinafter
referred to as "CRA," P.0 Box 4748, Clearwater, Florida 33758-4748, and Sparxoo, a Florida
company hereinafter referred to as "Sparxoo," 450 Knights Run Avenue, Suite 1, Tampa, FL
33602.
WHEREAS, the CRA seeks digital marketing and website development services; and
WHEREAS, Sparxoo agrees to provide digital marketing and website development services;
NOW, THEREFORE, in consideration of the promises stated herein, the CRA and Sparxoo
mutually agree as follows:
1. Scope of Project
Sparxoo agrees to provide services described in attachment "Exhibit A" in accordance
with Request for Proposals #54-16, Marketing and Website Development — CRA, and the
Sparxoo RFP response dated November 2, 2016.
2. Time of Performance
This Contract shall commence on February 27, 2017 and terminate upon successful
project completion, anticipated in the August/September 2017 timeframe.
3. Compensation
The CRA will pay Sparxoo a sum not to exceed $65,000 inclusive of all reasonable and
necessary direct expenses. The CRA may, from time to time, require changes in the
scope of the project of Sparxoo to be performed hereunder. Such changes, including any
increase or decrease in the amount of Sparxoo's compensation and changes in the
terms of this Contract which are mutually agreed upon by and between CRA and
Sparxoo shall be effective when incorporated in written amendment to this Contract.
4. Method of Payment
Sparxoo shall submit invoices to CRA for payment, as follows:
• Invoice 1: $6,500 (10% of Total Project Cost) upon Phase 1 completion.
• Invoice 2: $9,750 (15% of Total Project Cost) upon Phase 2 completion.
• Invoice 3: $13,000 (20% of Total Project Cost) upon Phase 3 completion.
• Invoice 4: $16,250 (25% of Total Project Cost) upon Phase 4 completion.
• Invoice 5: $19,500 (30% of Total Project Cost) upon Phase 5 completion.
The CRA agrees to pay after approval under the terms of the Florida Prompt Payment
Act F.S. 218.70.
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The CRA's performance and obligation to pay under this Contract is contingent upon an
annual appropriation of the CRA's budget.
5. Notices and Changes of Address
Any notice required or permitted to be given by the provisions of the Contract shall be
conclusively deemed to have been received by a party hereto on the date it is hand
delivered to such party at the address indicated below (or at such other address as such
party shall specify to the other party in writing), or if sent by registered or certified mail
(postage prepaid) on the fifth (5th) business day after the day on which such notice is
mailed and properly addressed.
Sparxoo
David Capece
Community Redevelopment Agency
Seth Taylor
Name Name
CEO & Founder
Title
450 Knights Run Ave. Suite 1
Address
813.402.0208
Telephone #
813.925.4321
Fax #
Director, CRA
Title
P.O Box 4748, Clearwater, FL 33758
Address
(727)-562-4072
Telephone #
(727)-562-4059
Fax #
6. Termination of Contract
The CRA at its sole discretion may terminate this Contract by giving Sparxoo a ten (10)
day written notice of its election to do so and by specifying the effective date of such
termination. Sparxoo shall be paid for its services through the effective date of such
termination. Further, if Sparxoo shall fail to fulfill any of its obligations hereunder, this
Contract shall be in default, the CRA may terminate the Contract, and Sparxoo shall be
paid only for work completed.
7. Indemnification and Insurance
a. Commercial General Liability Insurance coverage, including but not limited to,
premises operations, products/completed operations, products liability, contractual
liability, advertising injury, personal injury, death, and property damage in the
minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000
(two million dollars) general aggregate.
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b. Commercial Automobile Liability Insurance coverage for any owned, non -owned,
hired or borrowed automobile is required in the minimum amount of $1,000,000 (one
million dollars) combined single limit.
c. Workers' Compensation Insurance coverage in accordance with the laws of the State
of Florida, and Employer's Liability Insurance in the minimum amount of $100,000
(one hundred thousand dollars) each employee each accident, $100,000 (one
hundred thousand dollars) each employee by disease and $500,000 (five hundred
thousand dollars) aggregate by disease with benefits afforded under the laws of the
State of Florida. Coverage should include Voluntary Compensation, Jones Act, and
U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage
must be applicable to employees, contractors, subcontractors, and volunteers, if any.
d. Professional Liability Insurance coverage appropriate for the type of business
engaged in by the Contractor with minimum limits of $1,000,000 (one million dollars)
per occurrence. If a claims made form of coverage is provided, the retroactive date
of coverage shall be no later than the inception date of claims made coverage, unless
prior policy was extended indefinitely to cover prior acts. Coverage shall be extended
beyond the policy year either by a supplemental extended reporting period (ERP) of
as great a duration as available, and with no less coverage and with reinstated
aggregate limits, or by requiring that any new policy provide a retroactive date no
later than the inception date of claims made coverage.
Other Insurance Provisions
a. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains
in effect, the Vendor will furnish the CRA with a Certificate of Insurance(s) (using
appropriate ACORD certificate, SIGNED by the Issuer, and with applicable
endorsements) evidencing all of the coverage set forth above and naming the CRA as
an "Additional Insured" on the Commercial General Liability Insurance and the
Commercial Automobile Liability Insurance. In addition when requested in writing
from the CRA, Vendor will provide the CRA with certified copies of all applicable
policies. The address where such certificates and certified policies shall be sent or
delivered is as follows:
City of Clearwater
Attn: Purchasing Department
P.O. Box 4748
Clearwater, FL 33758-4748
b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal,
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termination, material change or reduction in coverage.
c. Vendor's insurance as outlined above shall be primary and non-contributory coverage
for Vendor's negligence.
d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's
defense, for any and all claims that may arise related to Agreement, work performed
under this Agreement, or to Vendor's design, equipment, or service. Vendor agrees
that the CRA shall not be liable to reimburse Vendor for any legal fees or costs as a
result of Vendor providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to the CRA, and CRA's failure to request evidence of this insurance shall not be
construed as a waiver of Vendor's (or any contractors', subcontractors', representatives' or
agents') obligation to provide the insurance coverage specified.
e. Indemnification: Sparxoo agrees to protect, defend, indemnify and hold the CRA and
its officers, employees and agent free and harmless from an against any and all losses,
penalties, damages, settlements, costs, charges professional fees or other expenses
or liabilities of every kind and character arising out of or due to any negligent act or
omission of Sparxoo or its employees in connection with or arising directly out of this
Contract and/or performance hereof, except when due to the fault of the CRA.
Without limiting its liability under this Contract, Sparxoo shall procure and maintain
during the life of this Contract liability insurance coverage as described above. This
provision shall survive the termination of this Contract.
8. Proprietary Materials
Upon termination of this Contract, Sparxoo shall transfer, assign and make available to
the CRA or its representatives all property and materials in Sparxoo's possession
belonging to or paid for by the CRA. Notwithstanding the foregoing, any intellectual
property previously or simultaneously created by the Sparxoo not for the exclusive use
of the CRA, shall remain the exclusive property of the Sparxoo. The CRA hereby
acknowledges that such intellectual property of Sparxoo is extensive, is essential to the
work of Sparxoo, and Sparxoo's selection for the Services by the CRA is in great part due
to the intellectual property it owns and has created. The CRA hereby explicitly makes no
claim to the ownership of such property. Sparxoo hereby grants the CRA a limited use of
the rights to such intellectual property in connection with the carrying out of the
Services under this Agreement by Sparxoo. Such intellectual property shall be clearly
identified as owned and produced by Sparxoo.
9. Interests of Parties
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Sparxoo covenants that its officers, employees and shareholders have no interest and
shall not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance and/or provision of services required under the terms and
conditions of this Contract.
Sparxoo agrees to comply with all applicable federal, state and local laws during the life
of this Contract.
10. Attorney Fees
In the event that either party seeks to enforce this Contract through attorneys at law,
then the parties agree that each party shall bear its own attorney fees and costs.
11. Governing Law and Venue
The laws of the State of Florida shall govern this Contract, and any action brought by
either party shall lie in Pinellas County, Florida.
12. Conditions and Assurances
A.) Access to Records: Sparxoo agrees that CRA or any of its duly authorized
representatives shall have access to any books, documents, papers, and records of
Sparxoo for the purposes of making audit, examination, excerpt, and transcripts.
B.) Retention of Records: Sparxoo will be required to comply with Section 119.0701,
Florida Statues, specifically to:
a. Keep and maintain public records acquired by the CRA to perform the
service;
b. Upon request from the CRA's Custodian of Records, provide the CRA with a
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119 or as otherwise provided by law;
c. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the Contract if the contractor does not transfer to the CRA;
and
d. Upon completion of the Contract, transfer, at no cost, to the CRA all public
records in possession of the contractor or keep and maintain public records
required by the CRA to perform the service. If Sparxoo transfers all public
records to the CRA upon completion of the Contract, Sparxoo shall destroy
any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If Sparxoo keeps and maintains
public records upon completion of the Contract, Sparxoo shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the CRA, upon request from the CRA's
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custodian of Public Records, in a format that is compatible with the
information technology systems of the CRA.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS, ROSEMARIE CALL AT 727-562-4090,
ROSEMARIE.CALL@MYCLEARWATER.COM, AND/OR 112 S. OSCEOLA AVE.,
CLEARWATER, FL, 33617
In Witness Whereof, the parties hereto have executed this Contract as of the date set
forth above.
Countersigned:
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George N. Cretekos
Community Redevelopment Agency
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Chairman Interim CRA Director
Approved as to form:
Wi
Pamela Akin
City Attorney
Sparxoo
By:
Attest:
Attest:
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Rosemarie Call
City Clerk
David Capece, CEO & Founder
Name, Tj
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Name, Title
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Morga , VP of Strategic Growth
Exhibit A: Scope of Services and Estimated Timeframe
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1) Phase 1: Strategy & Discovery (Feb. 27 — March 27, 2017)
a. Current brand audit
b. Best -in -class inspiration review
c. Kickoff work -session with project team and stakeholders
d. Synthesis of workshop
e. Set up of weekly phone calls / project management
2) Phase 2: Brand Identity (March 16 — May 15, 2017)
a. Round 1 logo development
b. Client feedback
c. Round 2 logo development, including illustrative applications
d. Client feedback
e. Round 3 logo development
f. Client signoff
g. Final color palette
3) Phase 3: Website Specifications & Content Planning
a. Website strategic work -session
b. Sitemap creation
c. Template/page assignments
d. Content mapping
e. Copywriting round 1
f. Client feedback on content
g. Copywriting round 2
h. Technical specifications detailed for website
i. Client sign off
4) Phase 4: Website Design (May 1— June 15, 2017)
a. Round 1 website design
b. Client feedback
c. Round 2 website design, including mobile homepage
d. Client feedback
e. Round 3 website design
f. Client signoff
5) Phase 5: Website Development
a. Template development
b. CSS customization
c. Front end web development
d. Back end web development
(April 1— May 31, 2017)
(June 15 — Sept. 30, 2017)
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e. SE0 integration
f. Internal QA
g. External QA
h. Setup server environment and database
i. Client development signoff
j. Launch
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