HomeMy WebLinkAboutC-5828 - PSA for City Website Upgrade and Maintenance(yT
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AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH VISION TECHNOLOGY SOLUTIONS, LLC, DBA VISION INTERNET
PROVIDERS (FKA VISION INTERNET PROVIDERS, INC.) FOR
CITY WEBSITE UPGRADE SERVICES
THIS AMENDMENT NO. ONE TO THE PROFESSIONAL SERVICES
AGREEMENT ("Agreement") is made and entered into as of this 14th day of November,
2014 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City'), and VISION TECHNOLOGY
SOLUTIONS, LLC DBA VISION INTERNET PROVIDERS, a Delaware corporation
("Consultant"), whose address is 2530 Wilshire Boulevard, 2nd Floor, Santa Monica,
California 90403, and is made with reference to the following:
RECITALS
A. On April 30, 2014, City and Consultant entered into a Professional Services
Agreement ("Agreement") to provide an upgrade to the City's website Content
Management System and annual maintenance ("Project"). Consultant, operating
as VISION INTERNET PROVIDERS, INC. at the time, was sold on August 15,
2014, and is now known as VISION TECHNOLOGY SOLUTIONS, LLC, DBA
VISION INTERNET PROVIDERS.
B. City desires to enter into this Amendment No. One to reflect additional Services
not included in the Agreement and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services'
or "Work"). Exhibit A to the Agreement and Exhibit A to Amendment No. One shall
collectively be known as "Exhibit A." The City may elect to delete certain Services
within the Scope of Services at its sole discretion.
2. COMPENSATION TO CONSULTANT
Exhibit A to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit A and incorporated herein by reference. Exhibit
A to the Agreement and Exhibit A to Amendment No. One shall collectively be known as
"Exhibit A."
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a flat fee not -to -exceed basis in
accordance with the provisions of this Section and the Exhibits A and B attached hereto
and incorporated herein by reference. Consultant's compensation for all Work
performed in accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed Seventy Thousand Thirty -Three Dollars and
001100 ($70,033.00), 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."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Nine Thousand Dollars and 001100 (9,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Vision Technology Solutions, LLC DBA Vision Internet Providers Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 311q
By: <)
Aaron C. Harp U1M �Olgoj 1H
City Attorney
ATTEST:
Date: �a ��•
By:_Al��Tmy-'--
Leilani
4I. brown IJ
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: l t!x
By: l
DaveK-ift
City Manager
CONSULTANT: Vision Technology
Solutions, L C,,a Delaware corporation
Date:
By: JZ j1kV V V
D via Nachman
Chief Executive Officer
Date: 6/• / 2-. /`/
Eric Tis
Vice President of Finance / Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates
Vision Technology Solutions, LLC DBA Vision Internet Providers Page 3
F* ■1 O ■ ".1
SCOPE OF SERVICES AND
SCHEDULE OF BILLING RATES
Vision Technology Solutions, LLC Page A-1
VISION a
INTERNET
August 22, 2014
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Re: Design Themes
To Whom It May Concern,
vision internet
2530 wilshire blvd. 2nd fl
santa monica ca 90403
888.263.8847 / 310.656.3100
310.656.3103 fax
info@visioninternet.com
www.visioninternet.com
We've really enjoyed working with the City of Newport Beach on its upgrade so far, and we are
especially glad that you are considering Design Themes for your new website. Design Themes
will provide your community with even more opportunities to interact with the City's website.
Below are details on the types of Design Themes available and related costs:
Desian Themes
The Design Themes tool allows you to give subsections of the website their own unique look and
feel while providing overall navigational and page layout consistency for your website visitors.
The navigational and page layout consistency will make navigating the site easier for your users;
the structure will remain the same throughout the website. At the same time, however, by being
able to apply different graphic designs and color schemes to different sections, you can
incorporate distinct branding elements into a single website. To make it easy for your staff, they
can simply select the design theme to be applied to the page from a list of available options that
Vision Internet defines for the content management system.
Below are examples from the City of Bell website. Different templates are used for promoting
branding of individual programs. Templates include unique banner collages and color themes.
Navigation remains consistent throughout the site.
Please note that Vision Internet offers two types of Design Themes. Below are the details on
these options:
BASIC DESIGN THEMES
Included with our basic Design Themes are changes to the following, allowing you to create a
unique online presence for departments:
• Color Changes
• Logo Changes
• Background Changes
• Font Changes
Please note that a Design Theme would act as a skin only with no custom programming required
Page 1
V IS ION
I INTERNET
ADVANCED DESIGN THEMES
Advanced Design Themes provide an even more customized presence for your department's sub
sections. Included with this option are specific widgets or custom content settings. This means
that if your main website has a changeable background, we can customize it so that pages using
an Advanced Design Theme can also change their background. Additionally, if the main website
has its logo or social icon buttons in the footer or header of its webpages, we can customize
pages using the Advanced Design Theme to have different links.
Advanced Design Themes include up to one new page template with up to three new widgets
for that template. More templates and widgets can be developed for an additional cost.
Page 2
VISION
low
I N f E. R N E T
Costs
i
Design Themes - Basic
Cost for first Design Theme I $2,490
Cost for each additional Design Theme $1,625
Design Themes - Advanced j
Cost for first Design Theme $5,0001
Cost for each additional Design Theme $4,0001
If you have any questions about this quote, please feel free to contact Project Manager Jannelle
Salcido. We look forward to speaking with you further about your website!
Respectfully submitted,
David Luong
Senior Project Coordinator
Vision Internet Providers
Page 3
PROFESSIONAL SERVICES AGREEMENT
WITH VISION INTERNET PROVIDERS, INC. FOR
CITY WEBSITE UPGRADE AND MAINTENANCE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 30th day of April, 2014 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and VISION INTERNET PROVIDERS, INC., a California corporation ("Vision
Internet'), whose address is 2530 Wilshire Boulevard, 2nd Floor, Santa Monica,
California 90403, 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 desires to engage Vision Internet to provide an upgrade to the City's website
Content Management System and annual maintenance ("Project').
C. Vision Internet possesses the skill, experience, ability, background, certification
and knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Vision Internet, has reviewed the
previous experience and evaluated the expertise of Vision Internet, and desires
to retain Vision Internet 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 Effective Date, and shall
terminate on September 30, 2018, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Vision Internet shall diligently perform all the upgrade and support services
described in the Scope of Services attached hereto as Exhibit A ("Upgrade Services")
and Exhibit B ("Maintenance Services") and incorporated herein by reference
("Services" or "Work"). City may elect to delete certain Services within the Scope of
Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Vision Internet shall perform the Services in accordance with the
schedule included in Exhibit A and Exhibit B. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Vision Internet to strictly adhere to the schedule set forth in Exhibit A or Exhibit B, if
any, or perform the Services in a diligent and timely manner may result in termination of
this Agreement by City.
3.2 Maintenance Services as set forth in Exhibit B shall commence upon the
transfer of website files to City.
3.3 Notwithstanding the foregoing, Vision Internet shall not be responsible for
delays due to causes beyond Vision Internet'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 within two (2) calendar days of the occurrence causing the
delay to the other party so that all delays can be addressed.
3.4 Vision Internet shall submit all requests for extensions of time for
performance in writing to the Project Administrator as defined herein 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 Vision Internet's control.
3.5 For all time periods not specifically set forth herein, Vision Internet shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO VISION INTERNET
4.1 City shall pay Vision Internet for the Services on a flat fee not -to -exceed
basis in accordance with the provisions of this Section and Exhibits A and B. Vision
Internet's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Sixty -One
Thousand Thirty -Three Dollars and 001100 ($61,033.00), 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.
4.2 For Upgrade Services, City shall pay Vision Internet fifty percent (50%) of
the total cost set forth in Exhibit A prior to commence of Work. City shall pay Vision
Internet the remaining fifty percent (50%) of the total cost set forth in Exhibit A no later
than thirty (30) calendar days after completion of Upgrade Services. Upgrade Services
shall be considered complete upon transfer of website files to City.
4.3 For Maintenance Services, Vision Internet shall submit an invoice for the
total cost of Work for the upcoming year thirty (30) calendar days prior to
commencement of Work. City shall pay Vision Internet no later than thirty (30) calendar
days after receipt and approval of the invoice by City staff.
Vision Internet Providers, Inc. Page 2
4.4 City shall reimburse Vision Internet only for those costs or expenses
specifically identified in this Agreement or specifically approved in writing in advance by
City.
4.5 Vision Internet 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 Fee
Schedule set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Vision Internet 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. Vision Internet 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.
5.2 Vision Internet, 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. Vision Internet warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Vision Internet is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's Public
Information Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Vision Internet in the execution of its responsibilities under this
Agreement, City agrees to provide access to and upon request of Vision Internet, 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 Vision Internet's Work
schedule.
Vision Internet Providers, Inc. Page 3
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Vision Internet or under Vision
Internet's supervision. Vision Internet 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 the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Vision Internet certifies
that the Work conforms to the requirements of this Agreement, all applicable federal,
state and local laws, and the highest professional standard.
8.3 Vision Internet represents and warrants to City that it has, shall obtain,
and shall keep in full force and 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 Vision Internet to practice its profession. Vision Internet
shall maintain a City of Newport Beach business license during the term of this
Agreement.
8.4 Vision Internet shall not be responsible for delay, nor shall Vision Internet
be responsible for damages or be in default or deemed to be in default by reason of
strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely
information or to approve or disapprove Vision Internet's Work promptly, or delay or
faulty performance by City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Vision Internet 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, attorneys' 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 Vision Internet's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Vision Internet, 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).
Vision Internet Providers, Inc. Page 4
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Vision Internet to indemnify the Indemnified Parties from any Claim arising from
the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' 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
Vision Internet.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Vision Internet on an independent contractor
basis and Vision Internet is not an agent or employee of City. The manner and means
of conducting the Work are under the control of Vision Internet, except to the extent they
are limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Vision Internet or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Vision Internet or any of Vision Internet's employees or agents, to be the agents or
employees of City. Vision Internet shall have the responsibility for and control over the
means of performing the Work, provided that Vision Internet is in compliance with the
terms of this Agreement. Anything in this Agreement that may appear to give City the
right to direct Vision Internet as to the details of the performance of the Work or to
exercise a measure of control over Vision Internet shall mean only that Vision Internet
shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Vision Internet agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Vision Internet on the Project.
12. CITY POLICY
Vision Internet 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.
13. PROGRESS
Vision Internet is responsible for keeping the Project Administrator 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.
14. INSURANCE
Without limiting Vision Internet's indemnification of City, and prior to
commencement of Work, Vision Internet shall obtain, provide and maintain at its own
Vision Internet Providers, Inc. Page 5
expense during the term of this Agreement or for other periods as specified in this
Agreement, policies of insurance of the type, amounts, terms and conditions described
in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by
reference.
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 Vision Internet, or of the interest of
any general partner or joint venturer or syndicate member or cotenant if Vision Internet
is a partnership or joint -venture or syndicate or co -tenancy, which shall result in
changing the control of Vision Internet. 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 subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Vision Internet shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Vision Internet, 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 Vision Internet or any other party. Additionally, all material posted in
cyberspace by Vision Internet, 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 Vision Internet or any other party. Vision Internet shall, at Vision
Internet's expense, provide such Documents, including all logins and password
information to City upon prior written request.
Vision Internet Providers, Inc. Page 6
17.2 Documents, including drawings and specifications, prepared by Vision
Internet 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 Vision Internet will be at City's sole risk and without liability to Vision Internet.
Further, any and all liability arising out of changes made to Vision Internet's deliverables
under this Agreement by City or persons other than Vision Internet is waived against
Vision Internet, and City assumes full responsibility for such changes unless City has
given Vision Internet prior notice and has received from Vision Internet written consent
for such changes.
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
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 expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Vision Internet, at its expense, shall defend and indemnify City, its agents,
officers, representatives and employees against third -party action, suit, or proceeding
("Claim") for infringement or alleged infringement of any United States' letters patent,
trademark, or copyright contained in Vision Internet's Documents provided under this
Agreement. Notwithstanding the foregoing, Vision Internet shall have no defense or
indemnity obligation for Documents modified by a party other than Vision Internet, for
Documents modified in accordance with City's specifications or instructions, or Claims
of infringement based on City's other products or other third -party products.
20. RECORDS
Vision Internet shall keep records and invoices in connection with the Services to
be performed under this Agreement. Vision Internet 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 Vision Internet under this Agreement. All such records and invoices shall be clearly
identifiable. Vision Internet shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business hours.
Vision Internet 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 Vision Internet under this Agreement.
Vision Internet Providers, Inc. Page 7
21. WITHHOLDINGS
City may withhold payment to Vision Internet of any disputed sums until
satisfaction of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement. Vision
Internet shall not discontinue Work as a result of such withholding. Vision Internet shall
have an immediate right to appeal to the City Manager or designee with respect to such
disputed sums. Vision Internet 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 Vision Internet which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by Vision
Internet, the additional design, construction and/or restoration expense shall be borne
by Vision Intemet. Nothing in this Section 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
24.1 Vision Internet 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.
24.2 If subject to the Act, Vision Internet 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. Vision Internet shall indemnify and hold harmless
City for any and all claims for damages resulting from Vision Internet's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, 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.
25.2 All notices, demands, requests or approvals from Vision Internet to City
shall be addressed to City at:
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Attn: Tara Finnigan, Public Information Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Vision Internet
shall be addressed to Vision Internet at:
Attn: Katrina Bondoc
Vision Internet
2530 Wilshire Boulevard, 2nd Floor
Santa Monica, CA 90403
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Vision Internet shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement. Vision
Internet's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Vision Internet in writing as unsettled at the time of its final
request for payment. Vision Internet and City expressly agree that in addition to any
claims filing requirements set forth in the Agreement, Vision Internet shall be required to
file any claim Vision Internet may have against City in strict conformance with the
Government Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 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.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Vision Internet. In
the event of termination under this Section, City shall pay Vision Internet for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Vision Internet has not been previously paid. On the effective date of termination,
Vision Internet Providers, Inc. Page 9
Vision Internet 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.
28. STANDARD PROVISIONS
28.1 Recitals. City and Vision Internet acknowledge that the above Recitals
are true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Vision Internet 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 Vision Internet 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.
28.3 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.
28.4 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.
28.5 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.
28.6 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.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Vision Internet and City and approved as to form by
the City Attorney.
28.8 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.
28.9 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, State of California.
Vision Internet Providers, Inc. Page 10
28.10 Equal Opportunity Employment. Vision Internet 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, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Vision Internet Providers, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a Califo1<41
m nicipal corporation
Date: 5-1.3-14 Date: t
By: Uiv' By:
Aaron C. arp Da iff
City Attorney City Manager
ATTEST: VISION INTERNET: Vision Internet
Date: J �" Providers, Inc , Ca ' r ' cor ation
Date:
5 l�
By: ` By:
Leilani f. Brown Steve Chapin
City Clerk President
Date: 5%►(,j ►4 -
By:
GtVtf Fiiraneial-Offiear
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services: Upgrade
Exhibit B — Scope of Services: Maintenance Subscription
Exhibit C —Insurance Requirements
Vision Internet Providers, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES:
UPGRADE
Vision Internet Providers, Inc. Page A-1
VISION
rw
INTERNET
The most recent version of the vision CMSTM includes many enhancements and features that were
created in direct response to suggestions from clients like you. We are excited to be able to
offer even more advanced tools to allow for greater flexibility for website administrators.
Highlights include:
• Page template builder for creating new layouts on the fly.
• Departmental page restrictions so that you can control staff access to individual page
templates.
• Drag & drop for uploading and sorting pictures, files, and documents in one simple
step.
• Personal toolbars making it easy for your staff to access frequently used features with
one click.
• Backend dashboard so that users can oversee site activity and tailor their workspace to
their unique needs.
• In -page editing for updating content from a front-end view.
• iOS friendly editing to allow basic page editing on mobile devices like the iPad and
iPhone.
Included Interactive Components and Features
Included in your upgrade estimate are the following components and functionality:
• Audit Trail Log
• Backend Content Title Search
• Backend Dashboard
• Broken Link Reporter
• Content Review and Publishing
• Component Manager
• Content Scheduling
• Context Sensitive Online Help
• Departmental Page Restrictions
• Document Central
• Drag and Drop Multiple File and
Image Uploading
• Email Address Masking
• Enhanced User Interface
Page 1
• Flexible Site Variable Settings
• Image Library
• Page Template Library
• Personal Toolbar
• Role -Based Security
• Scheduled Content Review
• SiteMasterTm Template Builder
• Submission Validation (reCAPTCHA)
• Recycle Bin
• Updated and Expired Content
Reporting
• Web Traffic Statistics
• Widget -based Layout Options
• Workspace
V 15 1 ON
I N T E R N E T
• Advanced WYSIWYG Editor . Table Wizard
• Search and Replace • Undo/Redo
• Spell Checker • User Commenting
• Style Gallery • Version Control
• Automatic Breadcrumbs
• Navigation Control
• Connected Pages
• Navigation Redirect
• Content Categories
• Page Linking
• Dynamic Drop Down Menus
• Quick Links
• Error 404 (Page Not Found) Handling
• Single -Source Publishing
• External Link Splash Page
• Site Search (Google CSE)
• Friendly URL Redirect
• Sitemap Generator
• Business Directory
•
In -page Content Editing
• Business Submissions
•
Job Application Manager
• Community Spotlight
•
Job Posts
• Dynamic Calendar System
.
News
• Dynamic Homepage
•
Online Polls
• Event Registrations
•
RFP Posts
• Event Submissions
.
Rotating Homepage Banners
• Facilities Directory
•
Service Directory
• Facilities Reservations
•
Single Sign On
• Feedback Form
•
Staff Directory
• Form Builder
•
Sticky News
• Frequently Asked Questions
•
Weather Update
• Department -Level Administration
• Department -Level Navigation
• Department -Level Sitemap
• Audio and Video Embedding
•
Forward to a Friend
• Bookmark and Share
•
GovTrack CRMT1
• eNotification
•
Photo Gallery & Slideshow
Page 2
VISION
w-y INTERNET
• Emergency Alert (site wide)
• Facebook FeedReaderT"'
• Automatic Alt -Tags
• Dynamic Font Resizing
• Dynamic Reader Download Links
• Active Directory Integration
• Approval Cycle
• RSS FeedReaderT°"
• Twitter FeedReaderTM
• Google Translation Integration
• Printer Friendly Pages
• Table Accessibility Tools
• Responsive Design
While the most important tools and functions carry over to the new version, not all functionality
from your current content management system will be identical in the new .NET version. We will
do everything reasonably possible to ensure at least 95% similarity between your current design
and that of the new site. Please note:
• If your staff has created customizations or integrations to the site files or database, they
will not carry over to the new visionCMSTM. Your staff may be responsible for identifying
any customizations they have made and implementing them in the new system.
• The listed price for this upgrade is valid for ninety (90) days after receipt of this
document, provided no new components or customizations are added to your current
site.
• We will migrate your existing content to the new site except for content from the Form
Tool. The Form Tool has been revamped and the City will need to recreate any forms
currently used on the website.
Key Component Descriptions
As outlined above, the upgrade includes many system enhancements and greatly expanded
standard functionality. Key features are described below:
SITEMASTERTm TEMPLATE BUILDER
Unique to the visionC MSTM the SiteMaster'mTemplate Builder allows your website administrators
to create and configure custom interior page layouts throughout website. Need to create a two
column page that displays just news and calendar items? Have a special event that needs a
unique landing page? No problem! Simply drag and drop your desired content and widgets and
your new layout is set. Best of all, you can determine which department content editors are able
to use individual templates, providing additional oversight. The SiteMasterTm Template Builder
puts you in control and ensures you will be able to easily adapt to your organization's changing
content needs.
GovTRACK CRMTM
With the govTrack CRMTM your residents will be able to make service and information requests
based on categories defined by the City. Users can also send comments and files (such as
photos of a street lamp requiring maintenance, graffiti that needs to be removed, etc.) to the
case processor so that they will have a clearer idea of the work that needs to be done. These
requests will be automatically routed to the appropriate case processor and a confirmation
email will be sent to the user. Passwords provided to users will allow them to log -in and track
Page 3
%, VISION
ry I N T E R N E T
the progress of their request throughout the process. Users will also receive emails updating
them on their requests.
Additionally, because govTrack CR MTM is integrated with the included Frequently Asked
Questions component, your users will also be able to check for common solutions to their
problem before sending it to the City.
FACILITIES DIRECTORY WITH RESERVATIONS
Facility Directory (Map ;,.,,,, ,,., ,g 1_,
View)
The Facilities Directory provides citizens with a
listing of all types of facilities in the
community. Site users are able to search the
listing by type (such as parks, recreation
centers, and schools) amenities (such as
swimming pool, meeting rooms, and kitchen),
and capacity. Because the tool is designed to
list all facilities in the community, it has a
registration form where organizations can put
in the necessary information about the facility
they have available. Entered information does
not become live on the website until after
review and approval by your designated
administrator.
Facilities listed on the directory can also be
added to a Google map of your area,
providing website visitors with a visual guide
to City amenities.
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Figure 1: Locations listed on the Facilities
Directory can be posted onto a Google
As an additional function of the Facilities map.
Directory, your users will be able to reserve
facilities online, making it more convenient for your visitors and residents who are trying to plan
events. With the Directory implemented with maps and reservation capabilities, your website
will become a one-stop location for finding and using City amenities!
ACTIVE DIRECTORY INTEGRATION
It is important for a government website to protect itself from unauthorized users. The Vision
CMS includes a user and permission system with encrypted passwords that ensures only
authorized staff can login to the backend. As an option, Vision Internet can also add custom
programming to integrate the CMS login with Active Directory if needed.
Please note that the City needs to provide an internal server to host a web service that can be
used for the website to interface with the Active Directory server. SSL is the required protocol
for data communication.
RESPONSIVE DESIGN
Your site visitors utilize a wide variety of devices to access your website, including mobile
phones, tablets, and computers with large and small monitors. Fortunately, with Responsive
Design your website will detect the screen resolution of the user's device and automatically
respond, producing a view of the site optimized specifically for that screen. This ensures your
site visitors will be able to easily use the site, no matter what device they are using.
Page 4
VISION
N T E R N E T
Vision Internet's 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 new design for the website that reflects your unique identity.
Included in our scope of work, we will implement a new homepage design for your website. We
will will provide the City with one homepage design concept for your approval. We will provide
revisions of the homepage design concept. Upon approval of the final homepage design
concept by the City, we will also create up to three interior page designs. These interior page
templates can be applied to your website's departmental pages, providing a consistent overall
look.
Towards the end of the design phase, we will deliver the following:
• One homepage design concept
• Approved homepage design
• Up to three interior page templates
Project Note
• Teleworks integration will not carry over to the new visionCMST"'
• The vision CMSTM upgrade does not apply to the City's intranet site.
City understands and agrees that Vision Internet will develop website frontend to be
compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the
time of Completion of: Firefox, Chrome, and Safari. Website backend will be
compatible with Internet Explorer 9, 10 and 11, and the latest released version at the
time of Completion of Chrome and Firefox. Website may not be compatible with
previous or future versions. Website backend will be optimized for 1024 x 768 pixels
resolution or above. City understands and agrees that the website will be developed
with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET
("MS -ASP") interfaced with a database created in Microsoft SQL Server 2012 R2 ("MS -
SQL"). City understands and agrees that the website is developed to run on a
Microsoft Windows Server 2012 ("MS -Server"). visionMobileT", if provided under this
Agreement, will be compatible with the latest released versions at the time of
Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer.
visionMobileTM may not be compatible with previous or future versions.
visionMobileTM, if provided under this Agreement, shall include "Powered by Vision
Internet" in the footer and always be linked to a Vision Internet web page. City is
responsible for the costs of all software licensing.
City understands and agrees that the website frontend and content migrated by Vision
Internet will be designed to be compliant with Section 508 guidelines on accessibility
as follows: Compliance standards will be verified via Watchfire's BobbyTm software to be
compliant to automatic checkpoints prior to Completion. City understands and agrees
that website backend and third party tools may not be Section 508 compliant. Vision
Internet is not responsible for content migrated by City or any third party."
Vision Internet may use any web pages developed for the City in any of its own
promotional materials as examples of its work. City agrees that Vision Internet may
place in the website footer an unobtrusive text link reading "Developed by Vision
Internet" or the equivalent. Vision Internet's footer text credit shall always be linked to a
Vision Internet web page.
Page 5
VISION
N T E R N E T
Would you like a subscription -based
maintenance plan, but would prefer to host
your site in-house? No problem! With our On- • •
Premise Subscription Maintenance option, vision
support
you will receive all the maintenance and services outlined below, but will be
able to host the site on your own servers.
• Unlimited technical support'
• CMS system upgrades
• Newly developed CMS components'
• Free redesign after 4 consecutive years of visionLiveTM service
Does not include updates to configuration, content, or formatting among other restrictions.
' Does not include new features that require design customization to implement.
Page 6
VISION
INTERN ET
Our vision CMSTM package is comprehensive and includes:
• The newest version of the Vision Content Management SystemT""
• Web -based consultation
• A web -based training session
• Content migration
• The above -listed interactive components
• Graphic redesign
visionCMST"' Upgrade
Responsive Design
Graphic Redesign
Active Directory Integration
Discount
Total
$16,000
$2,000
$7,000
$4,000
($2,500)
$26,500
As described on page 6, we are offering the City our visionLiveTM subscription maintenance
service for a low annual subscription rate of $7,200 with a 5% annual increase. As a part of this
service, we are able to provide maintenance, upgrades for the visionCMSTI , newly developed
CMS components and a free redesign after four years of visionLiveTM service'.
' Does not include updates to configuration, content, or formatting among other restrictions;
does not include new features that require design customization to implement.
Page 7
EXHIBIT B
SCOPE OF SERVICES:
MAINTENANCE SUBSCRIPTION
Vision Internet Providers, Inc. Page B-1
visionLiveTM On -Premise Subscription Services Agreement
Vision Internet Providers Incorporated
Account Terms and Conditions
These Terms and Conditions, and any addendum attached hereto, represents the complete agreement and
understanding ("Agreement") between Vision Internet Providers hie. ("Vision Internet"), a California
corporation, and CITY OF NEWPORT BEACH, CA (the "Client"), and supersedes any other written or
oral agreement with regard to the Subscription Services provided for herein. Client and Vision Internet
are sometimes individually referred to as "Party" and collectively as "Parties."
1. Ongoing Service Provisions
Pursuant to the terms herein, Vision Internet agrees to provide Upgrade Services and Support Services
(collectively "Subscription Services") as provided below for the Client's website, which utilizes Vision
Internet's Vision Content Management System ("VCMS') developed under a prior or concurrent
agreement by and between Vision Internet and Client ("Website Development Agreement"). To the
extent that the Website Development Agreement and/or any other prior agreement entered into by and
between Vision Internet and Client conflicts with this Agreement, then the terms and conditions of this
Agreement shall supersede, replace, and amend any and all conflicting provisions of such prior
agreement. Vision Internet will provide Subscription Services to the Client in exchange for payment of
fees and compliance with the terms and conditions of this Agreement. Subscription Services include the
following:
(a) Hosting Services
Vision Internet is not providing Hosting Services. Client to provide Hosting Services on
its own infrastructure. Vision Internet will assist Client with setting up the website on
Client server. A flat rate of $475 will be charged for assistance in setting up the website
according to Contractor's Standard Hosting Procedure. Any additional work will be
billed at the Technical Support hourly rate.
(b) Upgrade Services
Vision Internet will provide Upgrade Services which include:
• Enhancements to the backend VCMS functionality.
• Enhancements to the Included Interactive Components that were
developed under the Website Development Agreement or other prior
agreement entered into by and between Vision Internet and Client.
• New Interactive Components released from time to time according to the
visionLivJ"t Roadmap ("Roadmap").
• Bug fixes to the VCMS code.
• Updates to provide compatibility to future versions of Supported Web
Browsers (as defined below) within three months of their release.
Compatibility with previous versions of Supported Web Browsers is not
guaranteed.
Client understands and agrees that the Supported Web Browsers for the fromend of the website currently
are Firefox, Internet Explorer, Chrome, and Safari. Client understands and agrees that Supported Web
Browsers for the backend of the website currently are the latest released versions at the time of �*y
1 Client's Initials
Vision Internet's Initials
Completion of Firefox and hitemet Explorer. Client understands and agrees that Supported Web
Browsers for visionMobileTM currently are iOS Safari, Android Chrome, and Windows Phone 7 Internet
Explorer. All of the web browsers listed in this paragraph, and any others added by Vision Internet at its
discretion are herein referred to collectively as the "Supported Web Browsers".
To receive the Upgrade Services, a non -interrupted Subscription Services Agreement must be in place
from time of website launch and the VCMS code must be unmodified. Client must provide Vision
Internet continual server access to receive Upgrade Services and at no time may Client modify the code.
Modification of code may result in files being overwritten.
Upgrade Services do not include:
• Optional Interactive Components.
• Modules, Programs, or Software Applications.
• New VCMS Interactive Components.
• Conversion to new platforms.
• Modification of third -party products.
• Updates to provide compatibility to third -party products, except for those
included in VCMS.
• Upgrades that require modification or customization to website design.
• System configuration, website content editing and/or formatting, website
design, custom data updates, etc.
(c) Support Services
Support Services is defined as technical support for the unmodified VCMS. Vision
Internet will provide Support Services to a designated Client account manager, system
administrator or webmaster. Technical support is generally available by email and
telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding
holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a
week. An emergency is defined as the website being down for more than ten (10)
minutes.
(d) Redesign Services
At the conclusion of year four of an uninterrupted Subscription Services agreement, the
Client will be entitled to a basic graphic redesign of one (1) website. Basic graphic
redesign does not include Design Themes. Services shall include:
• Project Management
• Wireframe Development
• Graphic Design Development with one preliminary concept
• Graphic Production
Vision Internet will not develop a sitemap or new content as part of the redesign, but will
assist the Client in transferring existing content into the new design.
2. Fees
Rate: $7,200 per year payable to Vision Internet in U.S. funds in advance, which rate shall be increased
by five percent (5%) per year, for each year of the Initial Term (defined below), and any and all renewal
terms, as provided in Section 3 below. Vision Internet shall invoice Client annually within thirty days of
start of service or any renewal term as defined below. Any services not covered in this Agreement will be
subject to additional fees and will be considered extra work ("Extra Work"). Extra Work will be billed at
2 Client's Initials vl
Vision Internet's Initials4G
Vision Internet'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. Client shall be responsible for any or all additional fees including,
without limitation: software, applications, online promotion, marketing, copy writing, redesign, change orders,
mailings, fees to any third party vendors if applicable, and websites exceeding IOGB of storage. Websites
exceeding IOGB of storage shall be subject to a monthly fee of $50 per 5GB increment. Maintenance work is
considered Extra Work as defined herein. Calls outside of Business Hours not deemed an emergency as
defined above will be subject to a minimum fee of $135.
3. Term
The Subscription Services will begin upon delivery of website files to Client and remain in effect for a
period of four years thereafter (the "Initial Term"). With respect to the Initial Term, unless one party has
given written notice to the other party of its intent not to renew this Agreement at least thirty (30) days
prior to expiration of the Initial Term, this Agreement will continue in effect on a year-to-year basis
thereafter until one party gives written notice to the other of its intent not to renew this Agreement at least
thirty (30) days prior to the expiration of any renewal term. If the term of this Agreement is extended or
renewed in accordance with the foregoing, all of the terms and conditions of this Agreement shall
continue, unmodified, in full force and effect, until the end of the last applicable renewal or extension
term, except that all rates, fees, charges, and compensation payable to Vision Internet hereunder shall be
increased by five percent (5%) per year, for each annual renewal term extending the term hereof.
4. Subscription Services Website Usage
(a) The Client shall use the Subscription Services in strict accordance with, but not limited
to, all local, state, and federal laws. The Client shall not use the Subscription Services for any unlawful or
destructive purpose including, but not limited to, copyright and/or trademark infringement. The Client
hereby represents and warrants that any text, data, graphics, or any other material displayed or published
by the Client on its Website is, and shall continue to be, throughout the term of this Agreement, free from
violation of or infringement upon copyright, trademark, service mark, patent, trade secret, statutory,
common law or proprietary or intellectual property rights of others, and is free from obscene or libelous
material.
(b) The Client represents and warrants that it has or has obtained all rights necessary to
display all the images, data, information or other items being displayed at the Client's Website. The
Client expressly authorizes Vision Internet to display those images, data, information or other items.
(c) The Client shall not misuse any of Vision Internet's resources or cause any disruption to
Vision Internet's business ("Misuse"). Examples of Misuse include, but are not limited to, the display of
pornography or linking to pornographic material, the sending of chain letters, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted in this manner
(including, but not limited to, what is commonly referred to as "Spam").
(d) The Client shall not use any process, program or tool via Vision Internet for gaining
unauthorized access to the accounts of other parties, including but not limited to, other Vision Internet
clients, customers or account holders or other Vision Internet systems. The Client shall not use
Subscription Services to make unauthorized attempts to access the systems and networks of others.
Client shall not use Vision Internet's services as a door or signpost to another server.
r
Client's Initials
Vision Internet's Initials
(e) The Client shall not use Subscription Services in a manner in which system or network
resources are denied to other Vision Internet clients, customers or account holders. This includes, but is
not limited, to excessive memory usage and programs that consume excessive CPU resources.
(f) The Client will have password access to the VCMS through the Subscription Services.
The Client agrees to be responsible for keeping all passwords secure and will immediately notify Vision
Internet if a password is lost, stolen or compromised in any way. The Client shall be responsible for all
use of Subscription Services accessed through the Client's passwords. The Client's passwords are not
transferable to any third party and are subject to any limits established by Vision Internet.
5. Disclaimers and Acknowledgments
(a) The Internet
(i) The Client acknowledges that, when using the Internet, the Client is using a
completely different physical network than the Vision Internet communications network and different
content than available on Vision Internet. The reliability, availability and performance of resources
accessed through the Internet are beyond Vision Internet's control and are not in any way warranted or
supported by Vision Internet. The Client acknowledges that safeguards relative to copyright, ownership,
decency, reliability and integrity of content may be entirely lacking with respect to the Internet and
content accessible through it. Vision Internet makes no warranty that any systems accessed will be free of
computer viruses. The Client is responsible for making backup copies of its files. The Client assumes all
risk and liability of its use of the Internet.
(ii) The Client specifically acknowledges that Vision Internet provides access to
other systems not controlled by Vision Internet including, but not limited to, discussion groups, RSS
Feeds, websites and databases, that may contain pictures and language intended for adult audiences. The
Client further understands that Vision Internet is not responsible for any damages that may result from
exposure to such material and the Client shall hold Vision Internet harmless from any damages that may
result.
(iii) Vision Internet does not warrant (a) any connection to, transmission over, nor
results or use of, any network connection or facilities provided under this Agreement or (b) any third -
party applications and software obtained by, for, or on behalf of Client. VISION INTERNET MAKES
NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF
MERCHANTABILITY OR FITNESS OF THE SUBSCRIPTION SERVICES FOR ANY
PARTICULAR PURPOSE WHATSOEVER. Vision Internet assumes no responsibility for any
damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of
business, mis-deliveries, delays, non -deliveries, access speed, service interruptions of any kind, or to
third -party applications and software used by Client. In no event, at any time, shall the aggregate liability
of Vision Internet exceed the amount of fees paid by Client to Vision Internet and Vision Internet shall
not be responsible for any lost profits or other damages, including direct, indirect, incidental, special,
consequential or any other damages, however caused.
(iv) The Client acknowledges that the information available through the Internet may
not be accurate. Vision Internet has no ability or authority over the material. In addition, Vision Internet
has no liability for the quality, accuracy, or validity of the data/information delivered over the Internet.
Use of information gathered through the use of Vision Internet services is at the risk of the Client.
e
Client's Initials.
Vision Internet's Initial
(b) Domain Name and Secure Digital Certificate
If agreed to under this Agreement, Vision Internet will apply for a custom domain name of the Client's
choosing. Vision Internet cannot guarantee the availability of any particular name. Client is responsible
for all fees charged by the registrar (i.e. Verisign or Dotster) including setup and renewal fees. Client
shall be responsible for all licensing fees, if any, including but not limited to secure digital certificate
renewal fees. Vision Internet shall not be responsible for maintaining or renewing domain names, digital
certificates, or any other third party registrations.
6. Indemnification
(a) Vision Internet will defend, hold harmless and indemnify Client from and against all
liability costs and expenses including reasonable attorney fees resulting from claims of injury to person,
damages to property, or monetary damages arising out of Vision Internet's negligence or intentional
misconduct.
(b) The Client will defend, hold harmless and indemnify Vision Internet, its officers,
directors, shareholders, employees and agents from and against all liability costs and expenses including
reasonable attorney fees resulting from claims of injury to person, damages to property, or monetary
damages arising out of the Client's negligence or intentional misconduct.
7. Defaults
The occurrence of any one or more of the following shall constitute an Event of Default under this
Agreement:
(a) Any Misuse of Vision Internet resources that disrupts Vision Internet's business.
(b) The Client's breach of any representation, warranty, term or provision of this Agreement.
8. Remedies
(a) If Vision Internet discovers that the Client is displaying content that is in violation of any
of the foregoing provisions, Vision Internet may discontinue or suspend access to the Client's Website
without prior notice, until the violating item(s) have been resolved. However, the Client shall remain
liable for all payments due under this Agreement as if access had not been interrupted;
(b) If an Event of Default occurs, Vision Internet may immediately discontinue or suspend
access to the Client's Website without prior notice and may immediately terminate this Agreement.
However, if access is only suspended, the Client shall remain liable for all payments due under this
Agreement as if access had not been interrupted; and/or
(c) If an Event of Default occurs and remains uncured for at least ten (10) days after Vision
Internet's delivery of written or email notice to Client, Vision Internet may immediately terminate
Subscription Services and this Agreement.
9. Documents & Data; Licensing of Intellectual Property
This Agreement creates a non-exclusive and perpetual license for Client 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 Vision Internet under this Agreement ("Documents & Data"), to
5 Client's Initials i3"L%
Vision Internet's Initials
which Vision Internet retains ownership of all intellectual property rights. Notwithstanding anything to
the contrary in any of the agreement documents, Client understands and agrees that Vision Internet
shall retain all right, title, and interest to the Vision Content Management System (also known as the
Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool),
and Dynamic and Interactive Components.
10. Other
(a) The headings in this Agreement are intended solely for convenience and shall be given no
effect in the construction or interpretation of this Agreement.
(b) The Client agrees that a failure to exercise or delay in exercising any right, power or
privilege on the part of Vision Internet will not operate as a waiver or estoppel thereof.
(c) Neither the course of conduct between parties nor any trade practice shall act to modify
the provisions of this Agreement except as expressly stated herein.
(d) This Agreement shall be governed by and construed in accordance with the laws of the
United States of America, and the State of California. Any cause of action of the Client with respect to
the services provided hereunder must be instituted within one year after the claim or cause of action has
arisen or be forever barred. Further, jurisdiction and venue for any cause of action or claim with respect
to the services provided hereunder shall be exclusively in the County of Los Angeles.
(e) Except for any injunctive relief or similar remedy, which may be sought in any court of
competent jurisdiction subject to the immediately preceding paragraph, any controversy, dispute, claim or
counterclaim, whether it involves a disagreement about this Agreement or its meaning, interpretation, or
application; the performance of the Agreement; questions of arbitrability as to subject matter of the
dispute; whether an agreement to arbitrate exists and, if so, whether it covers the dispute(s) in question; or
any other question of arbitrability or form of disagreement or conflict among the parties to the
Agreement, shall be submitted to final and binding arbitration at the request of either party, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association, or the comparable rules
promulgated by ADR Services or JAMS in Los Angeles, California. The arbitration shall take place in
the County of Los Angeles. The arbitrators shall apply California substantive law and the California
Evidence Code to the proceeding. The arbitrators shall have the power to grant all legal and equitable
remedies and award compensatory damages provided by California law. The arbitrators shall prepare in
writing and provide to the parties an award including factual findings and the reasons on which the
decision is based. The arbitrators shall not have the power to commit errors of law or legal reasoning, and
the award may be vacated or corrected pursuant to California Code of Civil Procedure sections 1286.2 or
1286.6 for any such error. In the event the parties are unable to agree as to the arbitrator, each shall select
an arbitrator who shall, in tum, select the third and sole arbitrator. Each party shall be responsible for
one-half of the costs for the arbitrator(s) and arbitration.
(f) Should a dispute, including but not limited to any litigation or arbitration be commenced
(including any proceedings in a bankruptcy court) between the parties hereto or their representatives
concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder,
the party or parties prevailing shall be entitled to attorneys' fees, expenses of counsel and court costs
incurred by reason of such action.
(g) With the intent to be legally bound, each of the undersigned hereby covenants and
acknowledges that he, she or it (i) has read each of the terms set forth herein, (ii) has the authorit to
6 Client's Initials t,
Vision Internet's Initials_
execute this Agreement for such person or entity, and (iii) expressly consents and agrees that the person
or entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions
contained herein.
(h) The parties have each been advised to seek independent legal counsel in entering into this
Agreement and the transactions described herein. In the event a party chooses not to seek independent
legal counsel, that party does so freely and knowingly and waives any such rights to counsel. As a result,
the Parties do not believe that the presumptions of California Civil Code section 1654 relating to the
interpretation of contracts against the drafter of any particular clause should be applied in this case and
therefore the Parties knowingly and freely waive its effects.
(i) Any delay in the performance by either Party hereto of its obligations hereunder shall be
excused when such delay in performance is due to any cause or event of any nature whatsoever beyond
the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or
weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public
enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by
such Party to the other Party within ten (10) days after occurrence of such cause or event.
0) This Agreement, including any attached addendum, is the entire, complete, final and
exclusive expression of the parties with respect to the Subscription Services and supersedes all other
agreements or understandings, whether oral or written, or entered into between Client and Vision Internet
prior to the execution of this Agreement related thereto. No amendment to this Agreement shall be valid
and binding unless in writing duly executed by the parties or their authorized representatives.
(k) It is understood and agreed that if any interpretation is to be made of this Agreement, the
same shall not be construed for or against any of the Parties. If any provision of this Agreement is
determined to be invalid, all other provisions shall remain in full force and effect.
(1) This Agreement may be executed in counterparts, each of which shall be an original and
all of which together shall constitute one and the same Agreement. This Agreement becomes effective
upon Vision Internet's receipt of an executed copy of this Agreement and receipt of any sums of money
that are provided for herein.
(m) All notices under this Agreement shall be in writing and effective on the date of delivery
if delivered by personal service, Federal Express, or facsimile; or effective three (3) days after deposit in
first class U.S. mail, postage prepaid, to each party as follows:
(1) Client: City of Newport Beach, CA
Address: 100 CtV Z L C -Vv . t"CWiVC-
AfA&?Vr+ 3P-MAt , CA 4ZvtOa
Attn: — ct ✓u ri VlK i c Gust
Fax: qyq— L#44 - T13Z0
(2) Vision Internet:
2530 Wilshire Boulevard, 2nd Floor
Santa Monica, California 90403
Attn: Steven Chapin
Cc: Rose De Vries
7 Client's Initials
Vision Internet's Initials
Fax: (310) 656-3103
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set
forth next to their signatures below.
CITY OF NEWPORT BEACH
DATE:_/LJJ14 By:
Print Name IOCAV e- 104 Print Title C i+y MA—& c e_v
v
DATE: '5 ]I (n r By:
t
VISION INTERNET PROVIDERS, INC.
CHAPIN Title: President
Client's Initials"" ,_
Vision Internet's Initials e5;?-
Addendum 1 to Subscription Services Agreement
Client and Vision Internet may have already entered into one or more separate agreements which specify
(1) the inclusion of Included and/or Optional Interactive Components and Features and/or (2) browser
compatibility, and/or (3) hosting provisions. To the extent that any prior agreement entered into by and
between Vision Internet and Client conflicts with this Agreement, then the terms and conditions of this
Agreement shall supersede, replace, and amend any and all conflicting provisions of such prior
agreement.
1. Included Interactive Components and Features
The following are the initial Included Interactive Components and Features provided in Client's project,
subject to upgrades and revisions based on Vision Internet's then current Included Interactive Components
listed on the Roadman. Additional options may be available and can be added for an additional fee:
• Audit Trail Log
• Backend Content Title Search
• Backend Dashboard
• Broken Link Reporter
• Content Review and Publishing
• Component Manager
• Content Scheduling
• Context Sensitive Online Help
• Departmental Page Restrictions
• Document Central
• Drag and Drop Multiple File and
Image Uploading
• Email Address Masking
• Enhanced User Interface
• Advanced WYSIWYG Editor
• Search and Replace
• Spell Checker
• Style Gallery
• Flexible Site Variable Settings
• Image Library
• Page Template Library
• Personal Toolbar
• Role -Based Security
• Scheduled Content Review
• SiteMasterm Template Builder
• Submission Validation (reCAPTCHA)
• Recycle Bin
• Updated and Expired Content
Reporting
• Web Traffic Statistics
• Widget -based Layout Options
• Workspace
• Table Wizard
• Undo/Redo
• User Commenting
• Version Control
• Automatic Breadcnunbs • Navigation Control
• Connected Pages • Navigation Redirect
• Content Categories • Page Linking
• Dynamic Drop Down Menus • Quick Links
• Error 404 (Page Not Found) Handling • Single -Source Publishing
• External Link Splash Page • Site Search (Google CSE)
E
Client's Initials
Vision Internet's Initials -5
• Friendly URL Redirect
• Business Directory
• Community Spotlight
• Dynamic Calendar System
• Dynamic Homepage
• Facilities Directory
• Facilities Reservations
• Feedback Form
• Form Builder
• Frequently Asked Questions
• Sitemap Generator
• In -page Content Editing
• Job Posts
• News
• RFP Posts
• Rotating Homepage Banners
• Service Directory
• Staff Directory
• Sticky News
• Weather Update
ir0 a ry�F py,�i�p"l,l, A d} Ny-�ryB[�"p, y '�(' kp� ✓' B,
kl'1C,14'Y'1.1"
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•
Department -Level Administration
Department -Level•
• Department -Level Sitemap
• Forward to a Friend
• Automatic Alt -Tags
• Dynamic Font Resizing
• Dynamic Reader Download Links
• Google Translation Integration
• Printer Friendly Pages
• Table Accessibility Tools
• Active Directory Integration Responsive Design
• Approval
2. Customizations
The following are customizations provided in Client's project:
• None.
10 Client's Initials bfo(_.
Vision Internet's Initials
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Vision Internet's indemnification of City,
and prior to commencement of Work, Vision Internet shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to
City. Vision Internet agrees to provide insurance in accordance with
requirements set forth here. If Vision Internet uses existing coverage to comply
and that coverage does not meet these requirements, Vision Internet agrees to
amend, supplement or endorse the existing coverage.
2. 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.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Vision Internet shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each accident for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California,
Section 3700 of the Labor Code.
Vision Internet shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Vision Internet shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope
of coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Vision Internet shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Vision
Internet arising out of or in connection with Work to be performed under
this Agreement, including coverage for any owned, hired, non -owned or
Vision Internet Providers, Inc. Page C-1
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Vision Internet
shall maintain professional liability insurance that covers the Services to
be performed in connection with this Agreement, in the minimum amount
of one million dollars ($1,000,000) per claim and two million dollars
($2,000,000.) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement
and Vision Internet agrees to maintain continuous coverage through a
period no less than three years after completion of the Services required
by this Agreement.
E. Cyber Liability Insurance. Vision Internet shall maintain cyber liability
insurance with limits of not less than one million dollars ($1,000,000) per
occurrence and two million dollars ($2,000,000) annual aggregate
covering claims involving privacy violations, information theft, damage to
or destruction of electronic information, intentional and/or unintentional
release of private information, alteration of electronic information, extortion
and network security. Such coverage is required only if any products
and/or services related to information technology (including hardware
and/or software) are provided to City and for claims involving any
professional services for which Vision Internet is engaged with insured for
such length of time as necessary to cover any and all claims.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Vision Internet or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Vision Internet hereby waives its own right
of recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, volunteers and agents shall
be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
Vision Internet Providers, Inc. Page C-2
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Vision Internet shall provide certificates of
insurance to City as evidence of the insurance coverage required herein,
along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Vision Internet sixty (60) calendar days
advance written notice of such change. If such change results in
substantial additional cost to Vision Internet, City and Vision Internet may
renegotiate Vision Internet's compensation.
C. Enforcement of Agreement Provisions. Vision Internet acknowledges and
agrees that any actual or alleged failure on the part of City to inform Vision
Internet of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Vision Internet or any
subconsultant fails to provide and maintain insurance as required herein,
then City shall have the right but not the obligation, to purchase such
insurance, to terminate this Agreement, or to suspend Vision Internet's
right to proceed until proper evidence of insurance is provided. Any
amounts paid by City shall, at City's sole option, be deducted from
Vision Internet Providers, Inc. Page C-3
amounts payable to Vision Internet or reimbursed by Vision Internet upon
demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Vision Internet's Insurance. Vision Internet 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.
Vision Internet Providers, Inc. Page C-4
E C)3 2. 0002,
0 3L20 -8 c8 o
PROFESSIONAL SERVICES AGREEMENT WITH
U� VISION INTERNET PROVIDERS, INC.
FOR WEBSITE MAINTENANCE
THIS AGREEMENT is made and entered into as of this t day of
2010, by and between the CITY OF NEWPORT BEACH, a Municipal
Corporati n ("City"), and VISION INTERNET PROVIDERS, INC., a California
Corporation whose address is 2530 Wilshire Boulevard, 2nd Floor, Santa Monica,
California, 90403 ("Consultant"), 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 provide ongoing maintenance for the City's website.
C. City desires to engage Consultant to provide website maintenance to include
HTML programming, data input, graphic production, webmaster services,
database design, dynamic programming graphic design, and training, and to
purchase an additional component from Consultant for improved viewing of City's
website on mobile devices and to engage Consultant to install and maintain
additional component. ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project shall be Steve
Chapin.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
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 July 1, 2010, and shall terminate on
June 30, 2011, 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. Consultant shall
install the component described in Exhibit B on City's website, and shall support and
maintain the component as part of the website maintenance services described in
Exhibit A.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and the
services shall be performed to completion in a diligent and timely manner. The failure
by Consultant to perform the services in a diligent and timely manner 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 or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services at a flat rate amount in accordance with the
provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit A
and incorporated herein by reference. Consultant's compensation for all work
performed in accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed Nine Thousand Eight Hundred and Eighty Five
Dollars and no/100 ($9,888.00) 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 Consultant shall submit monthly invoices to City describing the work
performed the preceding month. 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 monthly invoice by City staff.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
Professional Services Agreement Page 2
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.
4.3 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 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 TRAVIS GREEN 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 Manager's Office. TARA FINNIGAN,
PUBLIC INFORMATION MANAGER, or his/her designee, shall be the Project
Administrator and shall have the authority to act for City under this Agreement. The
Project Administrator or his/her authorized representative shall represent City in all
matters pertaining to the services to be rendered pursuant to this Agreement.
iRi®lARB16i4Y1®fR�(lRWII1191A
Professional Services Agreement Page 3
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, 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.
8. 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, 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.
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,
Professional Services Agreement Page 4
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, subconsultants, 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. 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 interest in the work
to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
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.
Professional Services Agreement Page 5
13. 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.
14. 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, policies of insurance of the type and amounts described below and in
a form satisfactory to City.
A. Proof of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this contract.
City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
Consultant shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the work
hereunder by Consultant, his agents, representatives, employees or
subconsultants. The cost of such insurance shall be included in
Consultant's bid.
B. 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.
C. Coverage Requirements.
Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance (Statutory Limits) and
Employer's Liability Insurance (with limits of at least $1,000,000) for
Consultant's employees in accordance with the laws of the State of
California, Section 3700 of the Labor Code In addition, Consultant
shall require each subconsultant to similarly maintain Workers'
Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California, Section 3700
for all of the subconsultant's employees.
Professional Services Agreement Page 6
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.
Consultant shall submit to City, along with the certificate of
insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than $1,000,000
per occurrence for bodily injury, personal injury, and property
damage, including without limitation, blanket contractual liability.
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, in an amount not
less than $1,000,000 combined single limit for each accident.
iv. Professional Liability (Errors & Omissions) Coverage. Consultant
shall maintain professional liability insurance that covers the
services to be performed in connection with this Agreement, in the
minimum amount of $1,000,000 limit per claim and in the
aggregate.
D. Other Insurance Provisions or Requirements.
The policies are to contain, or be endorsed to contain, the following provisions:
Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive
subrogation against City, its elected or appointed officers, agents,
officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a
loss. Consultant hereby waives its own right of recovery against
City, and shall require similar written express waivers and
insurance clauses from each of its subconsultants.
ii. Enforcement of Contract Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of the City to
inform Consultant of non-compliance with any requirement imposes
no additional obligations on the City nor does it waive any rights
hereunder.
iii. Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a
limitation on coverage, limits or other requirements, or a waiver of
Professional Services Agreement Page 7
any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party
or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type.
iv. Notice of Cancellation. Consultant agrees to oblige its insurance
agent or broker and insurers to provide to City with 30 days notice
of cancellation (except for nonpayment for which 10 days notice is
required) or nonrenewal of coverage for each required coverage.
E. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement.
F. 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 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
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
Professional Services Agreement Page 8
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. LICENSE
Consultant shall retain all right, title, and interest in the Vision Internet Content
Management Tool (also known as the Vision Content Management Tool, VCMT, VCMS
and the Vision Content Management System), dynamic components, and interactive
components (collectively, the "Consultant's Proprietary Tools"). Consultant grants to
City a perpetual, non-exclusive, royalty -free license to use, for its own use, any of
Consultant's Proprietary Tools provided under this Agreement.
19. 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.
20. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents his/her judgment
as a design professional and is supplied for the general guidance of City. Since
Consultant has no control over the cost of labor and material, or over competitive bidding
or market conditions, Consultant does not guarantee the accuracy of such opinions as
compared to contractor bids or actual cost to City.
21. 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.
22. 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
Professional Services Agreement Page 9
longer period required by law, from the date of final payment to Consultant under this
Agreement. All such records and 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.
23. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of the
dispute with respect to such payment. 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.
24. 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.
25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
26. 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 harmless City for any and all
claims for damages resulting from Consultant's violation of this Section.
27. 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
Professional Services Agreement Page 10
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:
Tara Finnigan, Public Information Manager
City Manager's Office
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
Phone: 949-644-3035
Fax: 949-644-3020
All notices, demands, requests or approvals from CITY to Consultant shall be addressed
to Consultant at:
Rose DeVries
Vision Internet Providers, Inc.
2530 Wilshire Boulevard, 2nd Floor
Santa Monica, CA 90403
Phone: 310-656-3100
Fax: 310-656-3103
28. CLAIMS
The Consultant and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Consultant shall be
required to file any claim the Consultant may have against the City in strict conformance
with the Tort Claims Act (Government Code sections 900 et seq.).
29. 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 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
Professional Services Agreement Page 11
and other information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
30. 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.
31. 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.
32. 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.
33. 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.
34. 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.
35. 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.
36. 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.
Professional Services Agreement Page 12
37. 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.
38. 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.
Professional Services Agreement Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By:
My tte Beauamp
Assistant City ttorney
ATTEST:
By: AAk
Leilani Brown,
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
A Municipal Corporation
By: w
D v' A. Kiff
City Manager
CONSULTANT:
VISION INTERNET
By:
Title: C porate Officer
Printed Name: Steve Chapin
By:
Title: Financial Officer
Printed Name: Robert Ackerman
Exhibit A — Scope of Services
Exhibit B — Enhancement #2
Professional Services Agreement Page 14
Attachment A
1. Consultant agrees to perform website maintenance up to three (3) hours per
month at a price of $330 per month. Any unused hours in a given month will be
applied to the following month ("Surplus Hours"). In the event there are Surplus Hours
at the end of twelve months, Consultant will allow Client to apply these hours to
website component development, provided that:
a. Consultant has been paid in full, and on time each month,
b. Any work to utilize Surplus Hours is requested by Client prior to
the end of the thirteenth month, and
C. Work requested by Client can be reasonably completed by
Consultant by the end of the fourteenth month.
2. In the event that the conditions of 1 a, b, and c above are not fulfilled then all
Surplus Hours are forfeited.
3. Services included within the scope of website maintenance include HTML
Programming, Data Input, Graphic Production, Webmaster Services, Database Design,
Dynamic Programming Graphic Design, Training.
4. The term of this agreement shall be July 1, 2010 — June 30, 2011.
5. Additional products and services not covered in this Agreement and extra
work (i.e., work beyond the three (3) hours per month) may be requested by Client
from time to time under this Agreement ("Extra Work"). Extra Work will be billed as
quoted at time of request in an addendum signed by the Parties or at prevailing hourly
rates which are currently as follows: Data Input, $85/hr; Graphic Production $95/hr; Quality
Assurance, Testing, Debugging, Webmaster Services & HTML Programming, $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. Client shall be
responsible for any or all additional fees including, without limitation: photography, stock
images, illustration, scanning, software, applications, online promotion, marketing, copy
writing, redesign, change orders, mailings, and fees to any third party vendors if
applicable.
6. Notwithstanding anything to the contrary in the Agreement, Consultant shall
retain all right, title, and interest in the Vision Internet Content Management Tool (also
known as the Vision Content Management Tool, VCMT, VCMS and the Vision Content
Management System), dynamic components, and interactive components (collectively,
the "Consultant's Proprietary Tools"); however, upon payment in full, Consultant
hereby grants to City a perpetual, non-exclusive, royalty free license to use for its own
use any of Consultant's Proprietary Tools provided under this Agreement.
vision
I n t e r n e t
Attachment B
To Whom It May Concern,
This document, Attachment B, represents and describes additional work for the City of
Newport Beach website.
visionMobile7m
visionMobileT' dynamically converts all standard web pages and key components, such
as the Calendar, News and Newsletters, Job Postings, and FAQs, to your mobile
website. Updates remain simple and easy with dynamic posting to the traditional
website and the mobile version. Also, intuitive navigation allows users to go through all
page levels with ease. Your website will be compatible with all major smart phones
including iPhone, Blackberry, Android, Windows Mobile phones and more.
E
�J'U —
Figure 1 visionMobile'm will make your website compatible with all major smart phones
including iPhone, Blackberry, Android, Windows Mobile phones and more.
Price for Services
Item Pricing
visionMobileTM $5,925
If you have any questions regarding the above mentioned proposed item, please feel
free to contact your Account Manager Travis Green. We look forward to further
discussing how Vision Internet can provide the City of Newport Beach with solutions
for its website needs.
-1-
vision
I n t e r n e t
Notwithstanding anything to the contrary in the Agreement, Consultant shall retain all
right, title, and interest in the Vision Internet Content Management Tool (also known as
the Vision Content Management Tool, VCMT, VCMS and the Vision Content
Management System), dynamic components, and interactive components (collectively,
the "Consultant's Proprietary Tools"); however, upon payment in full, Consultant
hereby grants to City a perpetual, non-exclusive, royalty free license to use for its own
use any of Consultant's Proprietary Tools provided under this Agreement.
Sincerely,
Steven B. Chapin
President, Vision Internet Providers, Inc.
-2-