B. Website Launch
I. Senate Bill 1466 Proposed Changes
CS/SB 1466 excludes certain acts or omissions by board members or employees of special districts or community development districts from being considered abuse of public position under Article II, section 8(h)(2) of the Florida Constitution if such acts or omissions are authorized under specific provisions of the Florida Code of Ethics.
CS/SB 1466 alters current required reporting of information on a special district’s official website. Specifically, the bill allows a special district to satisfy the required posting of its most recent final, complete audit report on its own website by providing a link to this report maintained on the Auditor General’s website. In addition, the bill removes the requirement for online posting of a special district’s public facilities report and any of a special district’s meeting or workshop materials. Required postings of a special district meeting or workshop, and the agendas of such events, remain.
ii. Website Management Agreement
This Website Management Agreement (hereinafter “Agreement”) is entered into this __ day of March 2020 by and between Premier District Management LLC, a Florida limited liability company (hereinafter, “Manager”) and the ______________________________ Community Development District (hereinafter, the “District”).
WHEREAS the District is required by Florida Statutes, Chapters 189 and 282 to create and maintain a website for posting public information that is assessible to all persons, including persons who are disabled; and
WHEREAS Manager has the ability to create such website and manage it so as to be compliant with Florida Statutes, Chapters 189 and 282; and
WHEREAS the District needs such website meet ADA guidelines, and Manager can create and manage a new website that will utilize formatting compatible with screen-readers and other assistive technologies;
WHEREAS the Parties have entered into a Management Services Agreement (on or about the ____ day of ____________, 20__ (hereinafter, “Management Services Agreement”).
NOW THEREFORE, IT IS HEREBY UNDERSTOOD AND AGREED:
- Terms: Manager will create, manage and maintain on behalf of the District a website that will comply with Florida Statutes, Chapters 189 and 282, as set forth unless or until the Management Services Agreement is terminated by either party or by its terms.
- Ownership: The domain name and the contents therein shall remain the property of the District.
The intellectual property and components used for creating the website and content thereon, as well as for uploading, downloading and updating the website shall remain the property of the Manager.
- Termination: This Agreement shall terminate at the same time and under the same conditions as the Management Services Agreement. Upon termination of this Agreement, Manager shall provide the District, or its designee, all domain names, authorizations, usernames, passwords, and documents in a standard business format such as PDF, text documents, and image files. Manager and its contractors use proprietary and/or licensed software to provide the website to the District, and Manager will coordinate with the District as to the transfer of documents without transfer of the proprietary software or website functionality, i.e. the Website and its code, which remain the property of the Manager.
Except for the content belonging to the District, the websites as created by Manager and its contractors belong to Manager, and all such websites (including all copies thereof) are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. Manager grants the District an unrestricted license in the website for the duration of the Management Services Agreement. Cancellation or termination of your Agreement by either party or for any reason terminates your license to the website thereafter. You agree to prevent any unauthorized copying of the website. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement.
- Intellectual Property: Manager shall retain all right, title, and interest in and to all contractor materials which shall include but not be limited to: (i) all patents, trademarks, service marks, copyrights, and other intellectual property or proprietary rights of Manager used in or otherwise associated with the services and other materials provided to the District; and (ii) all trade secrets, technical specifications and data to the extent they are intellectual property, and inventions which are authored, conceived, devised, developed, reduced to practice, or otherwise performed by Manager or its sub-contractors, which arise out of Manager’s performance of the Services, none of which shall be deemed a “work made for hire” under the Copyright Act of 1976 (collectively, “Contractor Materials”). Nothing contained herein shall be construed to restrict, impair, transfer, license, convey, or otherwise alter or deprive Manager of any of its intellectual property and proprietary interests associated therewith. Subject to the foregoing, Manager grants to the District a non- exclusive, non-transferable worldwide perpetual limited right and license to access and use the Website and its materials in connection with the ordinary and intended use by the District, including viewing, downloading and printing the Website Materials for the District’s use, and without removing Manager’s copyright, trademark or other intellectual property ownership notices so long as this Agreement shall remain in effect.
The websites created by Manager and its contractors are built on and integrated with the hosting platform, and any attempt to migrate or otherwise transfer any such website to another hosting provider is a violation of this Agreement.
- District Materials: Publicity and Trademarks: The District shall own the domain name, all e-mail addresses, and all website documents and e-mail content under all circumstances. In the event of termination of this Agreement for any reason, Manager will take all steps reasonably necessary for the District to transfer, or otherwise allow the District to retain the domain name and e-mail addresses.
The District grants Manager an unrestricted license (i) to use District content for the purpose of including in your website, and (ii) to display screenshots of website in marketing materials.
- Complete Agreement: This Agreement shall serve as a supplement to the Management Services Agreement, and together shall represent the full and complete agreement between Manager and the District.
- Counterparts: This Agreement may be executed in several counterparts (including by means of facsimile or electronically transmitted signature pages), each of which shall be deemed an original but all of which shall constitute one and the same instrument.
- Headings: The headings of the sections, subsections, paragraphs, and subparagraphs hereof are provided merely for convenience of reference only, and shall not be construed as defining or limiting in any way the scope or intent of the provisions of this Agreement.
- Waiver: Any waiver by Manager or the District of any breach or threatened breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent breach or threatened breach of the same or different kind.
- Severability: Wherever possible, each provision of this Agreement shall be interpreted so as to be effective and valid to the maximum extent possible under applicable law. If any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement will be construed as if the invalid, illegal or unenforceable provision was never contained herein.
IN WITNESS WHEREOF, Manager and the District have executed this Website Management Agreement on the Effective Date.
PREMIER DISTRICT MANAGEMENT, LLC