HomeMy WebLinkAboutOrdinance 4681 0 0
ORDINANCE NO. 4 6 81
AN ORDINANCE WAIVING THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND APPROVING PAYMENTS NOT TO
EXCEED $20,000.00 TO IFWORLD FOR MAINTENANCE AND
ENHANCEMENT OF THE CITY WEBSITE'S CONTENT
MANAGEMENT SYSTEM.
WHEREAS, the City of Fayetteville chose IFWorld by competitive bid #01-10 to design and
construct the City's website; and,
WHEREAS, the Content Management System for the website is proprietary and not open
source code; and,
WHEREAS, IFWorld is the sole source for enhancements and maintenance for their
proprietary Content Management System.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1 . That the City Council of the City of Fayetteville, Arkansas hereby finds that such
circumstances constitute an exceptional situation where competitive bidding is not feasible or
practical, and waives the requirements of formal competitive bidding for maintenance and
enhancement of the City website's Content Management System and approves payments not to
exceed $20,000.00 to IFWorld for same.
PASSED and APPROVED this 1st day of March 2005.
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C,) %Rly O �•� APPROVE
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; FAYETTEVILLE ; '- By:
" � •� q g %�.�
DAWC 615Y, Mayor
ATTEST: .`f ;� RKANSte-:,j
�,
By:
SO DRA SMITH, City Clerk
City of Fayetteville • �1 ��
Staff Review Form OYtk0. �
City Council Agenda Items
or
Contracts -w6rl
Not Applicable a 3 N N dO S
City Council Meeting Date
Lesa Brosch I.T. Internal Services
Submitted By Division Department
Action Required:
Received sole source justification March 1 , 2005 for IF World (Ref: Ordinance Number: 4681 .) Requesting approval
of contract with IF World for a retainer in the amount of $ 12,500.00 for enhancements to the CMS (Content
Management System)
$ 12,500.00
$ 20,000.00 accessfayetteville Tech Improv
Cost of this request Category/Project Budget Program Category / Project Name
4470-9470 5315-00 $ IT Improvements
Account Number Funds Used to Date Program / Project Category Name
04047 $ 20,000.00 Sales Tax Captial Improvement
Project Number Remaining Balance Fund Name
Budgeted Item X� Budget Adjustment Attached
,t:
Previous Ordinance or Resolution # =02% 3902 xz �
3 - ii- os
Department Director Date Original Contract Date: 3/52002
Original Contract Number.
0 O $
City Attome
Received in City Clerk's Office
ltXst•G�M�� 3 — l�a.�
Finance and Internal Service Director Date
Received in Mayors Office
&4 T�4) 17)
Mayor e
Comments: SCA NED
ORDINANCE NO,4681
AN ORDINANCE WAIVING THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND APPROVING PAYMENTS NOT TO
EXCEED $20,000.00 TO IFWORLD FOR MAINTENANCE AND
ENHANCEMENT OF THE CITY WEBSITE'S CONTENT
MANAGEMENT SYSTEM.
WHEREAS, the City of Fayetteville chose IFWorld by competitive bid #01-10 to design and
construct the City's website; and,
WHEREAS, the Content Management System for the website is proprietary and not open
source code; and,
WHEREAS, IFWorld is the sole source for enhancements and maintenance for their
proprietary Content Management System.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas hereby finds that such
circumstances constitute an exceptional situation where competitive bidding is not feasible or
practical, and waives the requirements of formal competitive bidding for maintenance and
enhancement of the City website's Content Management System and approves payments not to
exceed $20,000.00 to IFWorld for same.
PASSED and APPROVED this In day of March 2005.
�I
090Th Gds APPROVE
' FAYETTEVILLE ; = By:
D O Y, Mayor
AT=- et
a7et Mo ve J
m
By:
SO RA SMITH, City Clerk
IFWORLD INC
CONTRACT FOR SERVICES
This contract, effective as of Aw 2005 is made by and between IFWORLD
Inc. , an Arkansas Corporation ("Consultant") , and F av cu,F "( Customer") , on
the date below written .
WHEREAS, Customer desires Consultant to provide certain services related to the definition ,
implementation , and/or management of Customer's hardware and software configuration , including
Customer's distributed computer environment ('Services") ; and ,
WHEREAS, Consultant is willing to provide such Services pursuant to the terms and conditions
contained herein .
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein , the
parties agree as follows :
1 . Term, Services, and Amounts Payable. The term of this contract is for a period of one ( 1 ) year
unless otherwise specified herein . The services to be rendered and the amounts due from Customer are as
listed below and as indicated on the applicable Attachments to this Contract. The amounts listed do not include
applicable sales and use taxes, which will be additional charges.
AttachmentA — Consulting [see AttachmentAforDescriptionofServices & Charges]
Initial Consultation & Evaluation $ 110/ hour �aIs
Quarterly Evaluation $ 3,500/year nitials
Special Project Consultation $ 130/ hour tials
Attachment B — Retainer [See Attachment B for Description of Services & Charges]
$5, 000 Retainer 5% off Normal hourly Rate (Approx. $104.50/hour or $142.50/hour) Initials
$7, 500 Retainer 10% off Normal hourly Rate (Approx. $99/hour or $134/hour) Initials
$ 10,000 Retainer 15% off Normal hourly Rate (Approx. $93.50/hour or $127. 50/hour) Initials
$ 12, 500 Retainer 15% off Normal hourly Rate (Approx. $93.50/hour or $127.50/hour) Initials
$ 110/ hour for HTML and Network Support
$ 150/ hour for High-end Programming and Database programming
Non-refundable Portion of Retainer $500 or Termination Fee of $500
Attachment C — One-Time Services [See Attachment C for Description of Services & Additional Charges
Estimated Time & Cost:
Proposed Completion Date : ials
Hardware Estimated Cost:
Attachment D — System Administration [See Attachment D for Description of Services & Additional Charges]
Guaranteed Hours:
Term : _/_/ 2005 to _/_/ 2006 $xx/ MONTH *Initials
[*Plus Applicable Taxes]
Attachment E — Emergency Response [See Attachment E for Description & Additional Charges]
Level Blue - One Year 24x7x4x365 Response$650/month X1niti
Level White - One Year 8x5x2xBD Response$450/month Level Yellow - One Year 24x5x4xBD Response$240/month Level Orange - One Year 8x5x4xBD Response$ 175/month Level Red - One Year 8x5xNBD Response$ 125/month
Hourly Charges for services to be rendered on-site at Customer's Premises begin at Consultant's place of
business when personnel are dispatched to perform such services and will include travel time to Customer's
IFWORLD INC. — CONSULTANT • . PAGE 2 OF 3
XX — CLIENT 3/8/05
premises. Hourly Charges for on-site services to Customer stop when services are completed for that day at
Customer's premises and will not include return travel time to Consultant's place of business. There will be no
separate charge for mileage. There is a minimum One ( 1 ) Hour Charge per site visit.
In the event the Customer shall breach any obligation under this contract, Consultant may withhold
further services due under this Contract and declare this Contract to be at an end and terminated . In the event
of termination due to Customer's breach , Customer shall reimburse Consultant for any and all expenses
incurred, if any, as a result of such early termination in addition to the amount remaining due and owed under
this Contract including any termination fees .
Either party may voluntarily terminate this contract upon 30 days' written notice provided, however, that
any amounts paid in advance by Customer, i .e. , ["retainer"], which remain unearned at the effective date of
termination less the applicable termination fees set forth herein and in the Attachments shall be refunded to
Customer not later than the regular invoice date following the date of termination .
2. Invoicing . Consultant will invoice Customer on the 1" day of each month for the services rendered
in the previous month and all taxes applicable thereto. Payment from the Customer is due upon receipt of each
monthly invoice. Invoices remaining due and unpaid by the 1s` day of the following month shall bear interest at
the maximum amount allowable by law. A Customer who has paid a retainer will receive monthly invoices
setting forth the services rendered and the amounts subtracted from the balance on hand as the retainer.
When the retainer has been depleted, payment is thereafter due from Customer as set forth above.
3. Taxes. Any and all taxes imposed or assessed by reason of this contract or its performance,
including but not limited to sales or use taxes, shall be paid by the Customer.
4. Independent Contractor. Consultant is not an employee of Customer. Customer has no power or
authority to direct the method or manner of services to be performed by Consultant, its employees, and its
subcontractors. All taxes associated with Consultant's employment of its employees are the sole responsibility
of Consultant.
S. Confidential Information. Each party hereto ("Such Party") shall hold in trust for the other party
hereto ("Such Other Party"), and shall not disclose to any non-party to the contract, any confidential
information of Such Other Party. Confidential information is information that relates to Such Other Party's
research, development, trade secrets, or business affairs, but does not include information which is generally
known or easily ascertainable by non - parties of ordinary skill in computer design and programming .
Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn
or receive confidential information and therefore Consultant hereby confirms that all such information relating to
the Customer's business will be kept confidential by the Consultant's clerical or support staff, associates,
members, and advisors, in order to enable the Consultant to perform Consultant's contract obligations.
6. Duty of Good Faith & Fair Dealing, Warranty, DISCLAIMER OF WARRANTIES, & Liquidated
Damages. Each party represents and warrants to the other party that dealings with each other under this
contract will be fair and in good faith and each party will use honesty in fact and will observe reasonable
commercial standards of fair dealing in the party's trade in its dealings with the other party. Consultant
warrants to Customer that the services to be delivered or rendered hereunder will be performed by qualified
personnel , that Consultant will take appropriate measures to insure that Consultant's staff and any of its
subcontractors are competent and qualified to perform such services, and that all services performed by
Consultant, its staff, and its subcontractors will be performed in a workman-like manner and in accordance with
this contract. CONSULTANT DOES NOT WARRANT THE ACCURACY OF ANY ADVICE, REPORT, DATA, OR
OTHER PRODUCT DELIVERED TO CUSTOMER WHICH IS PRODUCED WITH OR FROM DATA AND/OR
APPLICATION SOFTWARE PROVIDED OR SELECTED BY CUSTOMER. SUCH PRODUCTS ARE
DELIVERED AS IS AND CONSULTANT SHALL NOT BE LIABLE FOR ANY INACCURACY THEREOF,
EXCEPT AS PROVIDED ABOVE IN THIS AGREEMENT, THERE ARE NO OTHER EXPRESS WARRANTIES,
WHETHER WRITTEN OR ORAL, AND THERE ARE NO IMPLIED WARRANTIES. In no event shall
Consultant be liable for special or consequential damages, either in contract or tort, whether or not the
possibility of such damages has been disclosed to Consultant in advance or could have been reasonably
foreseen by Consultant. In the event this limitation of damages is held unenforceable, the parties agree that by
reason of the difficulty in foreseeing possible damages all liability of Consultant to Customer shall be limited to
Five Hundred Dollars ( $500. 00) as liquidated damages and not as a penalty.
IFWORLD INC. - CONSULTANT • • PAGE30F3
XX - CLIENT 3/8/05
7. Applicable Law & Venue. Consultant shall comply with all applicable laws in performing Services.
This Contract shall be construed in accordance with the laws of the State of Arkansas and venue for any action
in connection herewith shall be in the Circuit or Chancery Courts of Washington County, Arkansas.
8. Scope of the Contract. If the scope of any of the provisions of the contract is too broad in any
respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the
maximum extent permitted by law. The parties hereto consent and agree that such scope may be judicially
modified accordingly and that the whole of such provisions of this contract shall not thereby fail, but that the
scope of such provisions shall be curtailed only to the extent necessary to conform to law.
9. Complete Agreement. This contract contains the entire agreement between the parties hereto with
respect to the matters covered herein . No other agreements, representations, warranties, or other matters,
oral or written , purportedly agreed to or represented by or on behalf of Consultant by any of its employees or
agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with
respect to the subject matter hereof. Customer acknowledges that it is entering into this Contract solely on the
basis of the representations contained herein .
10. Solicitation. Each of the parties hereto agrees that, while performing Services under this Contract,
and for a period of six (6) months following the termination of this Contract, neither party will, except with the
other party's written approval , solicit or offer employment to or employ the other party's employees or staff.
The parties agree that by reason of the difficulty in foreseeing and adequately ascertaining the damages
suffered as a result of employment of one party's employee by the other party, the liability of the party
soliciting or offering employment to or employing an employee of the other party shall be an amount equal to
five ( 5 ) times the subject employee's gross annual salary at the vacated position as liquidated damages and not
as a penalty.
11. Ownership & Use of Work Product. Except as specifically set forth in writing and signed by both
Customer and Consultant, Consultant shall have all copyright and patent rights with respect to all materials and
designs developed under this contract, and Customer is hereby granted a non-exclusive license to use and
employ such materials and designs within the Customer's business.
12. Staffing. Consultant shall provide the necessary PC Technical Specialists, LAN/WAN Staff, Firewall
Staff, and a Project Manager to provide the Services and may subcontract with others for performance of any or
all of the Services provided Consultant remains responsible to Customer for the same.
13. Customer Representative. Customer designates the following individual , to
represent the Customer during the performance of this contract with respect to the services and deliverables as
defined herein and who has authority to sign this contract and to execute written modifications or additions to
this contract.
14. Assignment & Binding Effect. Either party may not assign this Contract without the prior written
consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this
Contract shall be binding upon and inure to the benefits of the heirs, successors, and assigns of the parties
hereto.
15. Notices. Notices shall be sent each party's designated representative at the addresses set forth
beside the parties' signatures below.
CUSTOMER A jPTANCE : CONSUL T CEPTANCE :
IFW LD C.
BY: B
Dan - Coody . Mayor JEREM B, PR DENT
ADDRESS : 113 West Mounta ' n 405 COLLEGE AVE, STE 250
F et Ville 72 01 FAY EVILLE, A 7 0
DATE :
DATE :
IFWORLD INC
Attachment B - Retainer
The minimum retainer is $ 5,000 per year. $500 of the retainer is non -
refundable . The excess of the retainer over $500 minus time billed to retainer
is refundable to the customer within the first six (6) months of the contract
period if for any reason the customer would like to cancel the retainer. After
the first six months of contract, the amount remaining must be used within
the 12-month contract or the remaining balance is lost.
The termination fee for cancellation of this contract upon 30 days' written
notice and prior to its expiration is $ 500, which may be deducted from the
retainer or which is due and payable by the Customer if sufficient funds do not
remain on deposit.
Customer will be billed in 15 - minute increments for all services rendered which
exceed five minutes in length, including telephone support, at Customer's
hourly rate. Customers will be billed in 15- minute increments at Customer's
hourly rate for all on-site services rendered with a minimum 1 -hour charge per
site visit. Monthly invoices itemizing services rendered and amounts due will
be sent to Customer on the 15Y day of each month . Amounts due on invoices
for services rendered will be deducted from customer's retainer. When
Customer's retainer has been depleted, monthly invoices will become due
upon Customer's receipt.
a-f4MTIALs
Page 1
Clarice Pearman - IFWorld Inc.
From: Clarice Pearman
To: Brosch, Lesa
Subject: IFWorld Inc.
Attached is a copy of the IFWorld, Inc. agreement for enhancements to the content management system.
Also this will confirm that you did pick up one of two original contracts.
CC: Deaton, Vicki
�2 L)
3 / 1 / 03
fId
City of - - - -t
J
Fayetteville, 2701
a
, . : ,
City Council Agenda Meeting
To: Mayor and City Council
Thru: Steve Davis, Finance and Internal Services Directorx�
From: Scott Huddleston, Information Technology Manager
Date: February 2, 200.5
Subject: IFWorid Sole Source
RECOMMENDATION
The Information Technology Division would like to recommend the approval of the sole
source justification for IF World Inc.
BACKGROUND
On March 5, 2002 a resolution (39-02) was approved to contract with IF World Inc. for web-
site design and construction for $99,000.00.
DISCUSSION
Resolution 39-02 Section 1 , Paragraph 14 states "(14) CLIENT agrees and acknowledges
that IFWORLD retains the exclusive rights of title and ownership over all IFWORLD
Proprietary Software which includes all PHP Coding, Java Script and Database Structure
utilized in the building, operation, maintenance of the website and remains the exclusive right
of title and ownership of IFWORLD."
AccessFayetteville.org went live November 27, 2002. Sole Source Justification is needed for
enhancements and maintenance.
BUDGET ll11PACT
Enhancements and maintenance for the year 2005 will not exceed $20,000.
ORDINANCE NO,
AN ORDINANCE WAIVING THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND APPROVING PAYMENTS NOT TO
EXCEED $20,000.00 TO IFWORLD FOR MAINTENANCE AND
ENHANCEMENT OF THE CITY WEBSITE'S CONTENT
MANAGEMENT SYSTEM.
WHEREAS, the City of Fayetteville chose IFWorld by competitive bid #01-10 to design and
construct the City's website; and,
WHEREAS, the Content Management System for the website is proprietary and not open
source code; and,
WHEREAS, IFWorld is the sole source for enhancements and maintenance for their
proprietary Content Management System.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1 . That the City Council of the City of Fayetteville, Arkansas hereby finds that such
circumstances constitute an exceptional situation where competitive bidding is not feasible or
practical, and waives the requirements of formal competitive bidding for maintenance and
enhancement of the City website's Content Management System and approves payments not to
exceed $20,000.00 to IFWorld for same.
PASSED and APPROVED this 1st day of March 2005
000-
APPROVED:
49 ;
By:
D OODY g4° A
ATTEST:
. " i '
By:
SON,D1 S'�MIT; City( a erkir ! j ,
f :
RESOLUTION NO, 39-02
M CraCDT IL M ED
A RESOLUTION TO APPROVE A CONTRACT WITH
IFWORLD, INC. FOR WEB-SITE DESIGN AND
CONSTRUCTION FOR $99,000.00
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1 . That the City Council of the City of Fayetteville, Arkansas
approves the Contract with IFWORLD, Inc. in the amount of $85,680.00 with a
contingent amount of $13,320.00 and authorizes the Mayor to sign this Contract
attached as Exhibit A.
PASSED and APPROVED this the 5w day of March, 2002.
APPROVED:
By: aai�
DAN GOODY, Ma r
_ L
n -
foll 6N d'f atJaisr Woodruff, City Cle
3 of 10 •ITY OF FAYETTEVILLE WEB SITE CONTRACT 0 3 of 10
( 11 ) The IFWORLD Proprietary Software as set forth in paragraph 14 is and shall remain the
property of IFWORLD. IFWORLD grants to CLIENT a perpetual, irrevocable, non-exclusive,
license for CLIENT or its agents to use and copy for backup purposes the IFWORLD Proprietary
Software in conjunction with the operation and maintenance of the CLIENT Site.
( 12) CLIENT represents and covenants that it is the owner, assignee, or licensee of all elements
of the web site supplied by it to IFWORLD, including text, graphics, photos, designs,
trademarks, or other artwork or materials, or has otherwise been granted permission to utilize the
same by the owner or owners thereof, and agrees to indemnify and hold harmless IFWORLD
from any and all claims or suits arising from the use of such elements furnished by the CLIENT,
such to include reasonable attorney fees incurred by IFWORLD in defending itself and pursuing
performance of this provision from CLIENT.
( 13) IFWORLD agrees and acknowledges that CLIENT retains exclusive rights of title and
ownership over all copyrights, trademarks, or other proprietary rights associated with, pertaining
or referring to, or otherwise representative of THE CITY OF FAYETTEVILLE, its committees,
departments, divisions, governing body, or other officials; including but not limited to any and
all color schemes, diagrams, drawings, graphic designs, insignia, letter or number fonts, logos,
mottos, photographs, seals, sketches, etc., which might be or are subject to the intellectual
property rights of CLIENT. If so requested, IFWORLD will include such mutually agreed upon
forms of notice on the website to protect copyrights, trademarks and other proprietary
information.
(14) CLIENT agrees and acknowledges that IFWORLD retains the exclusive rights of title and
ownership over all IFWORLD Proprietary Software which includes all PHP Coding, Java Script
and Database Structure utilized in the building, operation, maintenance of the website and
remains the exclusive rights of title and ownership of IFWORLD.
( 15) Except for the express warranty provided to the City of Fayetteville in paragraph (17),
IFWORLD makes no further warranties, express or implied. IFWORLD Inc. makes NO
WARRANTY OF MERCHANTABILITY and NO WARRANTY OF FITNESS .
(16) If IFWORLD Inc. is found liable for breaching its warranty in paragraph (17), the damages
awarded against IFWORLD Inc. may not exceed the total amount paid by the City of
Fayetteville to IFWORLD Inc. pursuant to this contract.
( 17) The Warranty covers the following terms and conditions for a period of one year from the
time the web site is published live. IFWORLD Inc. (Warrantor) warrants to the City of
Fayetteville (Warrantee) that the products and services provided to the Warrantee pursuant to
any agreement for the City of Fayetteville Web Site, to include all programming code, and
software, shall be free of defects for the type of goods and services provided. In the event of a
defect, malfunction, or other failure of the product not caused by any misuse or damage to the
product while in the possession of the Warrantee, or not caused by changes to software, database
structure, technical configuration or operations of the Warrantee, Warrantor shall repair or
replace such product within a reasonable time of notice of such problem, all at Warrantor's sole
IFWOPID IN [