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HomeMy WebLinkAbout08 - Website & Intranet RedesignCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 October 28, 2008 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: City Manager's Office Tara Finnigan, Public Information Manager 949 - 644 - 3035, tinnigan @city.newport- beach.ca.us SUBJECT: Website and Intranet Redesign Project — Approval of a Professional Services Agreement with Vision Internet Providers RECOMMENDATION: Approve a Professional Services Agreement with Vision Internet Providers, Inc. of Santa Monica, CA for the redesign of the City of Newport Beach website and intranet at a not to exceed price of $80,500 and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: In 2007 & 2008, the City Council has made enhancing communication with residents one of its top priorities. A new strategic communication plan was developed earlier this year to help achieve this goal and the City is currently updating the tools and processes it uses to communicate with the public. The City website (www. city. newport- beach.ca.us) is one of the organization's most important methods for sharing information. It is a heavily utilized resource that provides readily accessible information to the public seven days a week, 24 hours day. It is also consistently used by City staff to help respond to citizen inquiries. The current City website design was created by staff approximately 3 112 years ago and several significant components have since been integrated such as the GIS mapping and e- online services. The website redesign project will incorporate the existing popular components and add even more features including: • A dynamic homepage and dynamic department homepages that list latest news and events • Facilities, service and staff directories • Site search capabilities and a sitemap generator. PSA for Website and Intranet Redesign Project October 28, 2008 Page 2 The project will include a redesign of the website's appearance and navigation (how users find information). Two key components of the project will not be visible to the general public, but will be used as key resources for the City staff. The first is a content management system, which will enable staff to quickly and easily update the department pages on the website. A redesigned intranet, a main source of information for employees, is also included. Upon determining that it was time to redesign the website, staff decided to solicit an outside vendor to perform the work as there are many firms that have developed content management systems and several that specialize in developing websites for public agencies. The City issued a Request for Proposals and received seven proposals by the submittal deadline. Those consultants include: • Civica • CivicPlus • EGov Strategies • Trinet • Immersiv Media • Vision Internet • Zyphon Media. Zoltekk Systems submitted a late proposal which was excluded from consideration. Three firms were interviewed and Vision Internet was chosen based on its qualifications, strategic approach to the project, design capabilities, and extensive experience in developing award - winning public agency websites. Vision Internet has a user - friendly product and a website development process that takes into account the City's needs, and more importantly, the information needs of the community. As proposed, the project would include the design, navigation, content management, staff training and the components outlined in the attached scope of work. The goal of the redesign project is to create a user - friendly, attractive, customer - focused website. It is estimated that the project — from initial design to the site launch — will span an approximately six to eight month period. This includes the most time - consuming task of migrating content from the current website to the new website. IT Manager Paul Malkemus will oversee the technical components of the project and Public Information Manager Tara Finnigan will work with City departments on the design and content aspects of the project. Environmental Review: The City Council's approval of this item does not require environmental review. Public Notice: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Funding Availability: There are sufficient funds available in the following account: PSA for Website and Intranet Redesign Project October 28, 2008 Page 3 City Manager— PIO / Professional and Technical Services 010 - 320 -8080 Submitted by: Tara Finnigan Public Information Manager Attachments: Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT WITH VISION INTERNET PROVIDERS, INC. FOR WEBSITE AND INTRANET RE- DESIGN PROJECT THIS AGREEMENT is made and entered into as of this _ day of October, 2008, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and VISION INTERNET PROVIDERS, INC., a California Corporation whose address is 2530 Wilshire Boulevard, 2 "d Floor, Santa Monica, CA 90403 ( "Consultant' or "Contractor "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to redesign the City of Newport Beach website and intranet ( "Project'). C. City desires to engage Consultant to provide website design. Consultant will provide a website design that reflects the City, draws people in, and makes it immediately obvious that the website is the best place to get information and access resources. Consultant will organize information on the website by department, topic, and /or target users. D. Consultant will implement the Vision Content Management System (VCMS) to facilitate management of content to non - technical staff throughout the City. E. Consultant will implement interactive components to make the website more engaging and useful for users. F. Consultant will provide the City with an HTML template that vendors of third -party tools can use and will integrate links to these third -party tools into the overall website navigation. G. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. H. The principal member[s] of Consultant for purposes of Project, shall be Maggie Long. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to 7281A- Newport Beach.doc retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of June, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. In addition, the parties agree to the Schedule of Billing Rates and Specifications attached hereto as Exhibit B and incorporated herein by reference. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services and payment of compensation under this Agreement and Consultant shall perform the services in accordance with the schedule included in Exhibit A. The failure by Consultant to strictly adhere to the schedule may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery, e-mail, or mail. 4. COMPENSATION TO CONSULTANT 7281A- Newport Beach.doc 2 City shall pay Consultant for the services on a task basis in accordance with the provisions of this Section.. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Eighty Thousand Five Hundred Dollars and no /100 ($80,500) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Compensation by Stages: Compensation for all work performed for Stages 1 through 5, as referenced in Exhibit A, including all reimbursable items and subconsultant fees shall not exceed Seventy Four Thousand Five Hundred Dollars and no /100 ($74,500). City agrees to pay Consultant as follows: (i) A payment equal to Fourteen Thousand Nine Hundred Dollars and no /100 ($14,900) upon completion of Stages 1 and 2, as referenced in Exhibit A, and City approval of the invoice submitted for this work in accordance with Section 4.2; (ii) A payment equal to Fourteen Thousand Nine Hundred Dollars and no /100 ($14,900) upon completion of Stage 3, as referenced in Exhibit A, and City approval of the invoice submitted for this work in accordance with Section 4.2; (iii) A payment equal to Twenty Two Thousand Three Hundred Fifty Dollars and no /100 ($22,350) upon Completion of Stages 4 and 5, as referenced in Exhibit A, and City approval of the invoice submitted for this work in accordance with Section 4.2; (iv) A payment equal to Twenty Two Thousand Three Hundred Fifty Dollars and no /100 ($22,350) upon completion of all work set forth in the Stages identified in Exhibit A and City approval of the invoice submitted for this work in accordance with Section 4.2. 4.2 City shall pay Consultant for Extra Work Services identified as integration to Tele -works Selectalert on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B. Extra Work Services identified in Exhibit B shall not exceed Six Thousand Dollars and no /100 ($6,000). 4.3 Consultant shall submit invoices to City describing the work performed. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the invoice by City staff. 7281A- Newport Beach.doc 3 4.4 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.5 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates and Specifications as set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated MAGGIE LONG to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the City Managers' Office. TARA FINNIGAN shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized 7281A- Newport Beach.doc 4 representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to its back -end computer systems and servers, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, widespread computer virus, worm, or similar attack, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 7281A- Newport Bea&.doc 5 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any work performed or services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties, or any of them. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is.in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or 7281A- Newport Beach.doc 6 12. 13. 14. interest in the work to be performed Consultant on the Project. CITY POLICY City agrees to cooperate with the Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. INSURANCE Without limiting Consultant's indemnification of City, and Prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of 7281A-Newport Benh.doc 7 the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, as may be applicable, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any 7281A- Newport Beach.doc 8 self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the 7281A -Ne"ort Beach.doc Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Subject to Exhibit B Section 1, each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City; its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and 7281A-Newport Beach.doc 10 invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment, provided City clearly expresses the basis of the dispute in writing to Consultant and, in a timely manner, acts in good faith to resolve the dispute. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold 7281A- Newport Beach,doc 11 harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Tara Finnigan City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3035 Fax: 949 - 644 -3008 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Steven Chapin Vision Internet Providers, Inc. 2530 Wilshire Blvd, 2nd Floor Santa Monica, CA 90403 Phone: 888 - 263 -8847 Fax: 310 - 656 -3103 26. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving 7281A- Newport Beach.doc 12 seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. Without limitation of the foregoing, in the event this Agreement is terminated by City without cause, the City shall pay to Consultant for all services performed to the date of termination, and if the termination is not due to any default of this Agreement by Consultant, City shall also pay to Consultant the progress payment, as provided in Section 4.1, next due to occur following the date of termination specified in the Notice of Termination as partial compensation for the Consultants investment of time and resources toward the completion of the project. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4.1. 27. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 7281A- Newport Beach.doc 13 31. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 32. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 33. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 34. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 36. WARRANTY A. General Warranty: Contractor hereby represents and warrants that the goods and services covered by this Contract are (1) free of liens or encumbrances, (2) merchantable and good for the ordinary purposes for which they are used, and (3) fit for the particular purpose for which they are intended. Acceptance of this Contract shall constitute an agreement upon Contractor's part to indemnify, defend and hold City harmless from liability, loss, damage and expense, incurred or sustained by City by reason of the failure of the goods and services to conform to such warranties. B. Specific Warranty: All programming code developed by Consultant within the project is warranted for a period of twelve (12) months from the date of the completion of the website ( "Completion "). Consultant will create a back up of the website on the date of Completion. If any warranted 7281A- Newport Beach.doc 14 problem arises while City or its designee is maintaining the website, Consultant will restore the website back to its condition as it existed at Completion. If Consultant is maintaining and hosting the website, Consultant shall restore the website back to its condition as it existed at the day of the most recent backup. For purposes of this specific warranty, Consultant shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. C. Response Times: During the warranty period, the Consultant shall provide a 48 -hour response to a system deficiency. 37. LIMITATION OF LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS THAT MAY ARISE UNDER THIS AGREEMENT 7281A-Newport Beach.doc 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: O'X" �`-- -- Aaron C. Harp, Asst. ity Attorney for the City of Newport Beach ATTEST: LIM LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Edward D. Selich, Mayor for the City of Newport Beach CONSULTANT: (Corporate Officer) Title: Print Name: By: (Financial Officer) Title: Print Name: Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates and Specifications 7281A- Newport Beech.doc 16 Exhibit A SCOPE OF WORK Following is the Scope of Work for the City of Newport Beach's ( "City ") website to be performed by Vision Internet ( "Contractor"). In this document the words "we," "us," and "ours" refer to Contractor. The word "you" refers to City. Implementation of the website will include: ❑ Attractive Design: A website design that reflects the City, draws people in, and makes it immediately obvious that the website is the best place to get information and access resources. ❑ Intuitive Navigation: Information will be easy to find with the most important information accessible from the homepage to make it easier for website visitors. ❑ Content Management System: Contractor will implement the Vision Content Management System (VCMS) to facilitate management of content to non- technical staff throughout the City. ❑ Integrated Interactive Components: Interactive components will be implemented to make the website more engaging and useful for users by allowing them to quickly zero -in on the information most important to them. ❑ Integration of Third -Party Tools and Databases: Vision Internet will provide the City with an HTML template that vendors of these third -party tools can use. We will also integrate links to these third -party tools into the overall website navigation. Each of these features is discussed in more detail in the sections that follow. Attractive Design The City's website will have a design that makes it stand out among cities on both a regional and national basis. The website will be inviting, easy to use, and will reflect your unique identity. This will be accomplished through the following design characteristics: • Creative design that incorporates custom design elements and the most important information and keeps both easily accessible from the homepage. • Photos and collages of recognizable landmarks, scenery of the City, and the local area. • Consistent look and feel throughout the site to make it easier for website visitors to navigate the site and find information they need. • Use of Cascading Stvle Sheets to ensure future consistency as well as separation of content and design. This makes it much easier to apply a new design theme in the future without the need to redevelop the underlying website. • Section 508 Compliant making it accessible to persons with disabilities. • Easy to use drop down menus helping users to quickly understand navigation and locate information with the least amount of clicks. • Breadcrumbs showing the user's current path to let them know exactly where they are on the website. 7281A- Newport Beach ExA.doc - 1 - Exhibit A Intuitive Navigation For your website, we recommend organizing information by department, topic, and/or target users. Vision Internet's approach allows users to find information in the variety of ways that are most important to them. This is because content is available through multiple "paths" making it simple for users to search the site regardless of their preferred method. Content Management System The City's website will utilize VCMS which was created in Microsoft ASP.NET and SQL Server. Upon final payment, Contractor will provide City with the source code for City's own use. ADMINISTRATION TOOLS VCMS provides the City with a dynamic website where you have the ability to modify content on any page in the website through simple and easy to use administration screens. Additionally, you can add new pages and insert them into the navigation of the website. VCMS includes a number of functions that make it extremely easy for your non - technical staff to manage website content. The most important include: Li Browser -Based Administration that allows for easy management of content by anyone who is familiar with surfing the Internet and using basic word processing programs. There is no need for your staff to know programming when updating content. This allows authorized staff members to update, delete, and create new pages based on a predefined template, and insert them into the website's navigation. Li WYSIWYG Text Editor that is based upon standard document creation tools that make it easy for your non - technical staff to edit and format text. With the WYSIWYG (What You See Is What You Get) editor, they can change font styles, colors, sizes, and formatting such as bold, italics, and underlining. Li Content Approval Cycle that allows staff persons to create content that passes through multiple levels of review and approval before going "live." Li Automatic Alt -Taps for images ensuring future Section 508 compliance. • Automatic Image Resizing to convert those large high - resolution photos from digital cameras into web -ready images. • Undo, Redo, and Trashcan tools giving you the ability to recover from mistakes. Li Stvles that can be applied to such elements as text, headers, and lists, thereby enabling you to create web pages with a consistent look. Li Paste Text from Microsoft Word to make it easier to add content to the website while stripping MS Word formatting and converting it to HTML. Li Spell Check to help you create content that is free of any embarrassing spelling errors. Li Search and Replace tool that replaces a word or phrase within the page. Li Secure Administration that offers password protection to content management functions. Our sophisticated tool allows you to grant management rights to 7281A- Newport Beach BxA.doc - 2 - Exhibit A specific users or groups of users. Administration rights can be granted to the entire site or restricted to specific areas or types of content (i.e. by department). ❑ Single- Source Web Publishing that permits administrators to update a single web page and reflect those changes on multiple pages throughout the site. ❑ Navigation Control that allows you to add new pages or move pages anywhere within the website. ❑ Page Linking that enables you to easily create links to any page in the website or to other websites. ❑ Email Address Masking which prevents spammers from getting the email addresses of your employees when crawling your site. ❑ Document Central that allows for the storage of a single version of each document in a central place and for them to be linked to virtually any page in the website. ❑ Image Library that stores a single version of each image in a central place and subsequently adds them to virtually any page in the website. ❑ Content Scheduling to save time and money. This allows all standard pages and specific predefined component content to be setup to publish ahead of time and be automatically removed or archived when it will no longer be relevant. ❑ Printable Pages that enable your website visitors to print out virtually any page on the website for reading offline. Integrated Interactive Components In addition to the creative design, effective navigation, and easy to use VCMS, we will provide the City with interactive components for managing special types of content. The Interactive Components to be utilized are: ❑ Approval Cycle ❑ Calendar ❑ Design Themes ❑ Document Central ❑ Dynamic Homepage ❑ Dynamic Department Homepages ❑ e- Notification ❑ Facilities Directory ❑ Form /Survey Tool ❑ Forward to a Friend ❑ Frequently Asked Questions ❑ Image Library ❑ News and Newsletter ❑ Photo Gallery ❑ Services Directory ❑ Site Search ❑ Sitemap Generator ❑ Staff Directory Customization of the Vision Content Management System includes the frontend graphic design and layout as well as adding or subtracting fields for the City's specific needs. 7281A- Newport Beach ExA.doc - 3 - Exhibit A Additional Components and Tasks INTRANET While the public website will enable the City to improve communication with residents, businesses and visitors, the intranet will serve as the main source of information for City employees. It will have its own unique homepage, navigation, and design. The design will be based upon the approved public website design; however, it may include its own color scheme, collage, and homepage layout. In implementing the City's intranet, Vision Internet will take the following steps: • Complete the main website project • Replicate the main website including all components such as calendar, news, etc. • Implement the approved intranet design • Migrate or add pages as required' • Launch the website behind a firewall so as to make it inaccessible from outside the City's internal network. In this approach, the content in the website and the intranet plus all management tools would be separate; however, the intranet will pull public events and news content from the main website as needed so that the City does not need to duplicate this type of content. CUSTOM PROGRAMMING Contractor will add custom programming to allow City to pass parameters to an IFRAME embedded within a page in order to help display data from in -house or third -party applications to be displayed within the IFRAME. For the Facilities Directory component, Contractor will customize the automatic address link URL to point to the City's GIS mapping system instead of the Google Maps website. City will provide Contractor with details of the GIS mapping system URL structure and format prior to this custom programming. EXTRA INTEGRATION WORK Contractor will perform up to $6,000 of extra work, which may be applied to integrating TeleWorks data or other integration work to be determined during the project. TECHNICAL TRAINING Contractor will provide one day of technical training including instructions on adding and modifying modules, and instructions on how to modify the presentation layer (the look and feel of the website). Technical Training will also include third party tools integration, including use of Vision provided html templates. ' Includes up to 50 pages; additional pages may be migrated for an additional budget. 2 For users to access the intranet from outside your network, they may need to use a VPN to access your network prior to accessing the intranet. 7281A- Newport Beach ExA.doc - 4 - Exhibit A CONTENT MIGRATION Contractor will migrate up to 600 pages for the City's website and up to 50 pages for City's intranet. VCMS TRAINING Contractor will provide a one day training consisting of a session for each department's content author in addition to an overall system administrator. Integration of Third -Party Tools and Databases Today, there are many advanced tools for such functions as: • Class Registration • e- Commerce • GIS Mapping ❑ Permitting ❑ Service Requests (CRM) • Streaming Video' • Others VCMS can easily work with these tools, provided they are web - enabled. Most of these types of tools can be given the same look and feel as your main website via modifications to the presentation template. For your project, Vision Internet will provide the City with an HTML template that vendors of these third -party tools can use. We will also integrate links to these third -party tools into the overall website navigation. Technical Training will include third party tools integration, including use of Vision provided html templates. The Vision Process Vision Internet's process consists of six stages. In each, there are formal review and approval points to give the City full control of the project and ensure the final website meets your expectations. This process is explained in the sections below. Stage 1: Vision Stage In the Vision Stage, we work with you to create the vision for your website now and for the future. The Vision Stage places heavy emphasis on the objectives of the website and how it supports your overall organizational goals. To create the vision, we will: o Prepare and tabulate surveys of key decision makers. The survey will focus on goals and objectives, what is good and bad about your current site, examples of sites you like, and many other topics. • Review your existing website and the websites of other cities. • Study examples of other websites you like. ' Please note that we are partners with Granicus, who have provided streaming video services for many of our clients. 7281A- Newport Beach ExA.doc - 5 - Exhibit A • Hold a brainstorming session with your web team. • Collect all content and materials for the new website. These materials can be content existing on your current website, or delivered in Microsoft Word format, Jpeg format, .gif format, or .pdf format. The heart of this stage of the project is the brainstorming sessions where we discuss your current website, the results of surveys, the needs of users and staff, and possible approaches for the future. This serves to gain insights and create general support for the project. We will also discuss operational considerations for once the website launches. This operational discussion will be a two -way dialog where you provide us information about the operational needs of the City and we share with you our experience and knowledge based upon the best practices we have discovered over the years. Stage 2: Concept Stage In the Concept Stage, we will create the blueprint for realizing the vision. To do this, we will develop the site infrastructure that includes: • Creation of a navigation strategy that supports easy access to information. • Categorization of pages according to the navigation strategy. • Creation of a conceptual sitemap. The navigation or information architecture will take into account your current needs plus allow for future expansion and growth. • Recommendation of interactive components to support easy navigation through special types of content, such as events and news. • Drafting of a homepage layout wireframe that shows the placement of key information and dynamic content. The Concept Stage will end with your approval of the sitemap and homepage layout wireframe. Stage 3: Design Stage In this stage, our creative team will continue with the creative graphic design for your homepage, based on the approved homepage layout wireframe. Our creative ability and expertise will allow us to develop compelling graphic design, to make your website look great, while maintaining its usability. We will work very closely with your staff to establish a look and feel for the website that reflects your unique identity. Website /Graphic Design will include: • Up to three homepage design concepts to establish direction. • Design of custom icons, buttons, screen elements, and backgrounds, if desired. • Efficient and streamlined navigation and site architecture. • Optimization for speed. • Section 508 Accessibility Compliance. • Consistent graphics, structure, and navigation design. Towards the end of this stage, we will present final homepage design concepts for your approval. You will select one for implementation in the new website. 7281A- Newport Beach ExA.doc - 6 - Exhibit A Stage 4: Development Stage This stage includes the interior page design and programming the website according to the approved specifications and creative design. Programming will include the implementation of the content management system and development of the interactive components. Our creative team will give direction for the sub -level page design. Though we do not create content as part of our services, we do include in the scope of your project the migration of up to 600 pages into the new website. Stage 5: Quality Assurance, Documentation, and Training Stage While quality assurance is an integral part of every stage of the project, in the Quality Assurance Stage we do extensive testing and reviewing of the website code. We will thoroughly follow an exhaustive checklist of all pages and functions created during the development stage. We recommend that you have a staff representative participate in this process to verify the site fulfills the expectations for the project. Within this stage, we will also provide a one day training consisting of a session for each department's content author in addition to an overall system administrator. For content authors, we will train them on how to create and update content using the content management system and for the administrator, we will instruct him /her on managing security, system configuration, and other advanced topics. A custom training manual and reference is provided for updating the website. The manual incorporates screenshots from your website, making it easy for staff to understand and use. Stage 6: Launch Stage In the Launch Stage, the website is moved to the production server. In the event that Contractor is not hosting the website, the City will be responsible for setting up a Windows Server running IIS and MS SQL Server. We will install other necessary software specked by Contractor, make necessary configuration changes, and transfer the code and content''. We again go through the final quality assurance process, ensuring the site transfers correctly. After you approve that the website is ready to launch, the website will be made available to the public. We will continue to monitor the website over the next three months to make sure that the entire site is functioning properly. ° The City will need to provide remote access to the server during the setup and configuration of the website, or be prepared to perform the setup under the direction of Contractor's technical staff. In this case, additional fees may apply. 7281A- Newport Beach ExA.doc - 7 - Exhibit A Project Schedule The table below shows our recommended development and launch schedule along with a list of key deliverables /milestones. Implementation Step Av . Duration Vision Stage ❑ Stakeholder surveys 2 — 4 Weeks ❑ Brainstorming session Concept Stage ❑ Conceptualized sitemap 2 — 4 Weeks ❑ Homepage layout wireframe Design Stage ❑ Up to three homepage design comprehensives :j Custom icons, buttons, screen elements and backgrounds 3 — 4 Weeks ❑ Complete navigation design Development Stage ❑ Programming of the website 4 — 9 Weeks ❑ Migration of up to 600 pages of content Quality Assurance and Documentation Stage ❑ Completed website 2 — 3 Weeks ❑ Customized training manual ❑ Onsite training Soft Launch & Final Launch ❑ Move website to production server 2 Weeks Li Continued final testing ❑ Website goes live Total estimated time to launch 15 — 26 Weeks The schedule may vary largely depending on optional components and participant decision times. 7283A- Newport Beach BxA.doc - 8 - Exhibit B SCHEDULE OF BILLING DATES AND SPECIFICATIONS 1. Documents & Data; Licensing of Intellectual Property: Contractor grants to City a non - exclusive and perpetual license to copy, use, or modify for its own use, any and all copyrights, designs, and other intellectual property embodied in this website, which are prepared or caused to be prepared by Contractor under the Agreement ( "Documents & Data "), to which Contractor retains ownership of all intellectual property rights. City understands and agrees that Contractor shall retain all right, title, and interest to the Vision Content Management Tool (also known as the Vision Internet Content Management Tool, VCMT, VCMS and the Vision Content Management System), and Dynamic and Interactive Components. 2. Contractor shall provide at no charge, monthly website maintenance and updates ( "Maintenance ") for up to five (5) hours each month for a period of three (3) months commencing on the date of the website launch. Hours carry over to the next month if not used the prior month; however, any unused hours will expire at the end of the third month. Maintenance beyond five (5) hours per month in the first three (3) months is optional. Optional services and maintenance after the first three months are considered Extra Work as described in Paragraph 3. 3. Contractor shall provide Extra Work beyond the Stages identified in Exhibit A for the E- Notify integration to Tele -works Selectalert at a rate of $110 /hour for total compensation not to exceed Six Thousand Dollars ($6,000). 4. Additional services not covered in this Agreement and extra hours will be presented to City for written approval prior to commencement of work ( "Extra Work "). Extra Work will be billed at Contractor's prevailing hourly rates, which are currently as follows: HTML Programming, Content Migration, $85 /hr; Graphic Production $95 /hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, $105 /hr; Consulting, Project Management, Database Design, Dynamic Programming, $135 /hr; Graphic Design, Training, $125 /hr; Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. City shall be responsible for any or all additional fees approved by the City in writing prior to commencement of the work including, without limitation: photography, stock images, illustration, fonts, scanning, software, applications, online promotion, marketing, copy writing, redesign, change orders, mailings, and fees to any third party vendors if applicable. 5. City understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 6.0 and 7.0 and Firefox 2.0 and 3.0. Website backend will be compatible with Internet Explorer 6.0 and 7.0. Website may not be compatible with previous or future versions. Website will be optimized for 800 x 600 pixels resolution or above. City understands and agrees that the website will be developed with Hypertext Markup Language ( "HTML "), JavaScript, and Microsoft ASP.NET ( "MS- ASP ") interfaced with a database created in Microsoft SQL Server 2005 ( "MS- SQL "). City understands and agrees that the website is developed to run on a Microsoft Windows 2003 Server ( "MS- Server"). City is responsible for the costs of all software licensing. 7281A- Newport Beach ExE.doc281A- Newport Beach ExA.doc - 1 - Exhibit B City understands and agrees that the website frontend will be designed to be compliant with Section 508 guidelines on accessibility. Content migrated into the website by Contractor will also be compliant. Compliance standards will be verified via Watchfire's BobbyT'^ software prior to Completion. City understands and agrees that website backend and third party tools may not be Section 508 compliant. 6. Contractor may use web pages developed for the City in its own promotional materials as examples of its work with City approval, which City may approve in its sole discretion. City agrees that Contractor may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page. 7. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages during the effective period of this Agreement. City expressly authorizes Contractor to display and/or modify any City supplied images, data, information and other items in connection with the services provided herein. 7281A- Newport Beach ExB.doc281A- Newport Beach ExA.doc - 2 -