Loading...
HomeMy WebLinkAboutA5594 - VISION INTERNET PROVIDERS INC DESIGN & IMPLEMENT NEW CITY WEBSITE 1 _. vision Int9rn9t Addendum #8 This Addendum tt8 ("Addendum"I specifics additional stork to dw Professional Services Agreement dated February 11, 2008 (the "Agreement'). The City of Palm Spnngs, I"C'ity"), a California charter city and municipal corporation. desires Vision Internet Procidern, h,c., it California corporation (-Consultant"), to perlo n, work speciiwA in Addendum rt8 Scope of Services("Scope").attached hereto and incorporated herein ht ihi>reference. I. Price: Consultant agrees to complete all work set firth in Scope for thirty sccen ihouMnd dollars($37,000). A. Cily agrees to pay Consultant as li,llotvs: (i) An initial payment of eighteen thousand live hundred dollars (SI8.500) within thirty(301 days of full execution of this Addendum: (ii) A payment ofeighwen thousand live hundred dollars (SIS,500) upon completion of all work set li,rth in Scope. 2. Contractor will provide City annual subscription services as defined in the visionLivettt Subscription Services Agreement,attached hereto and incorporated herein by this reference. AGREED: CITY OF PALM SPRINGS, CA By. ' CITY MANAGER BY ClTI'COLiVftt Nane_�V)[� __ �QQ�C�(y_ rrb,t ride_ VISION 'FERNH PROVIDURS, INC. DATE: I3y: _ VF.N CFIAPIN 'Title: President ATTEST: , A ?ityClerk V AS TO FORM y Attorney City's Initials-Consultant'slnivalsv Page 1 n51C I9.1 AND,'0r� ijGR; LE WNT viss Int * rn * t Addendum #8 Scope of Services visionCMST" Upgrade Because the City of Palm Springs is already a client, we can provide a cost effective upgrade to our advanced visionCMSTM, retaining much of the functionality of your current site while providing many new features. The most recent version of the visionCMSTM 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 Pad andiPhone. A list of features in this version can be found in Addendum 1 to the visionLiveTM Subscription Services Agreement. 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 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 following components will be carried over to the new visionCMSTM. o Flight List o Quick Booking City's Initials__ Consultant's Initials/ Page 2 950218.1 vision Inf . rnat 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 components above and from the Form Tool. The Form Tool has been revamped and the City will need to recreate any forms currently used on the website. 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. Sitemap Vision Internet can consult with your staff on how best to organize your website's content. For your website, we recommend organizing information by service, topic, and/or target users. Keep in mind that the average user does not know the organizational structure of the City, nor needs to. Our approach allows users to find information in the variety of ways that are most important to them. This is a solution we use on many of our government websites making it easy for visitors to find information. This is because content is available through multiple "paths" making it simple for users to search the site regardless of their preferred method. Towards the end of our optional consulting, we will deliver: Approved sitemap Graphic Redesign 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 provide the City with three homepage design concepts for your approval. The City will select one for implementation in the website and we will provide revisions of the selected 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: Three homepage design concepts City s Initials Consultant's Initials 4 Page 3 950218.1 vision int9rn . t • Approved homepage design • Up to three interior page templates Project Notes N/A Contact Questions regarding the above mentioned item can be referred to Account Manager Jeff Pock. Price for Services Item Pricing visionCMS'Upgrade $16,00 Custom Components Carried Over Flight List $2,00 Quick Booking $1,00 Responsive Design $2,00 Sitemap $4,00 Graphic Redesign $12,00 Total $37,00 City's Initials Consultant's Initials�y Page 4 9.50218.1 Vision Internet III Ipieme[It�ition Consultant shall commence performance of this Agreement on October 2, 2013. The table below shows the projected development and launch schedule along with a list of key deliverables/milestones. �mplamentation Stop Vision Stage • Initial kick-off call with City's project manager • Survey preparation and review 2-4 Weeks • Review project goals and timeline Concept Stage • Creation of Information Architecture • Create conceptual sitemap 2-4 Weeks • Homepage layout wireframe Design Stage • Unique,custom graphic design • Custom icons, buttons,screen elements,and backgrounds 3-4 Weeks • Homepage design comp Development Stage • Implementation of visionCMS' • Integration of interactive components 4-9 Weeks • Content migration Quality Assurance, Documentation,and Training Stage • Final testing • Customized training manual 2-3 Weeks • Web-based training Soft Launch & Final Launch • Move website to production server • Completed website 2 Weeks • Website goes live Total estimated time to launch 15-26 Weeks " The schedule may vary depending on additional components and participant decision times. City's Initials Consultant's Initials Page 5 4 450218.1 I visionLivety'Subscription Services Agreement Vision Internet Providers Incorporated Account'Ierms and Conditions This Agreement for Subscription Services ("Agreement") is hereby entered into this hd� day of 2013, by and between Vision Internet Providers Inc. ("Consultant"), a California co oration, and the City of Palm Springs ("City"), a California charter city and municipal corporation. City and Consultant are sometimes individually referred to as`Party"and collectively as"Parties." L Oneoine Service Provisions Pursuant to the terms herein, Consultant agrees to provide Hosting Services, Upgrade Services, and Support Services (collectively "Subscription Services") as provided below for the City's website, which utilizes Consultant's Vision Content Management System ("VCMS") developed under a prior or concurrent agreement by and between Consultant and City("Website Development Agreement"). To the extent that the Website Development Agreement and/or any other prior agreement entered into by and between Consultant and City 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. Consultant will provide Subscription Services to the City in accordance with the terms and conditions of this Agreement and in exchange for payment of fees as set forth in Section 2 below. Subscription Services include the following: (a) Rostine Services Consultant will provide shared website hosting on a Microsoft Windows Server and shared database hosting on a Microsoft SQI. Server for one(1)unique domain. (b) Upgrade Services Consultant 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 Consultant and City. • New Interactive Components released from time to time according to the visionLive's' Roadmap("Roadmmap"). • 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. City understands and agrees that the Supported Web Browsers for the frontend of the website currently are Firefox, Internet Explorer,Chrome, and Safari. City understands and agrees that Supported Web Browsers for the backend of the website currently arc Eirefox and Internet Explorer.City understands and agrees that Supported Web Browsers for visionMobileT"'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 Consultant at its discretion are herein referred to collectively as the "Supported Web Browsers". 1 City's Initials Consultant's Initials 950765.1 Or\i(HW"Ll., t71t� MD/O -\ >, ;R�EEFAFNT 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. Upgrade Services do not include: • Optional interactive Components. • Modules, Programs,or Software Applications. • 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 to website design. • System configuration,website content editing an(Vor formatting,website design,custom data updates,etc. (c) Sumtaort Services Support Services is defined as technical support for (lie unmodified VCMS. Consultant will provide Support Services to a designated City account manager, system administrator or webmaster. Technical support is generally available by email and telephone from 7:00 AM to 5:00 PM Pacific Time Monday through Friday excluding holidays(`Business Flours"), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as the website being down for more than len (10) minutes. (d) Redesign Services At the conclusion of year four of an uninterrupted Subscription Services agreement, the City 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 • WirefranieDevelopment • Graphic Design Development with one preliminary concept • Graphic Production Consultant will not develop a sitemap or new content as part of the redesign, but will assist the City in transferring existing content into the new design 2. Fees Consultant shall be compensated in the amount of six thousand six hundred dollars ($6,600) per year in U.S. funds in advance,which rate shall be increased by five percent (5%) per year, ("Fees") for each year of the Initial Term(defined below), and any and all renewal terns,as provided in Section 3 below. Under no circumstances shall Consultant be entitled to additional compensation above the Fees set forth above for completion of any of Consultant's obligations pursuant to this Agreement. Consultant shall invoice City annually within thirty days of start of service or any renewal tern 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 Consultant's prevailing hourly rates, which are currently as follows: HTML Programming, Content Migration, $851hr. Graphic Production S95/hq Quality Assurance, Testing, 2 City's Initials Consultant's Initials 950765.1 Debugpng, Technical Support, Webmaster Services, $1054ir, Consulting, Project Management, Database Design,Dynamic Programming$1351hr,Graphic Design,Training,S 125Atr.City shall be wslxansible for any or all additional fees including, without limitation: software,applications, online promotion, marketing,copy writing, redesign,change orders, mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours not deemed an emergency as defined above will be subject to a minimum fee of$135. 3. Term anclTermination The Subscription Services will begin when the websne is hosted on the production server and remain in effect for a period of four years thereafter(the "Initial Term")- With respect to the Initial Tenn, 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 Tenn, 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 tern, except that all rates, fees, charges, and compensation payable to Consultant hereunder shall be increased by five percent (5%) per year, for each annual renewal term extending the term hereof. Notwithstanding the foregoing, City may terminate this Agreement at any time,with or without cause,by providing Consultant thirty(30) days written notice in accordance with the notice provisions set forth in Section 10 of this Agreement. In the event City terminates this Agreement for cause before the completion of the Initial Term or any renewal term,Consultant shall refund fees to the City on a pro-rated basis for any full months remaining in the tern. City shall not be entitled to a refund of fees already paid to Consultant in the event City terminates this Agreement for convenience. 4. Subscription Services Website Usage (a) The City shall use the Subscription Services in strict accordance with, but not limited to, all local, state, and federal laws. The City shall not use the Subscription Services for any unlawful or destructive purpose including, but not limited to, copyright and/or trademark infringement. The City hereby represents and warrants that any text, data, graphics, or any other material displayed or published by the City 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 City 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 City's Website. '17te City expressly authorizes Consultant to display those images,data, information or other items. (c) The City shall not misuse any of Consultant's resources or cause any disruption to Consultant'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 [Hass 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"). 3 City's fnitials___ Consultant's Initials 950765.1 (d) The City shall not use any process, program or tool via Consultant for gaining unauthorized access to the accounts of other parties, including but not limited to,other Consultant clients, customers or account holders or other Consultant systems. The City shall not use Subscription Services to make unauthorised attempts to access the systems and networks of others. City shall not use Consultant's services as a door or signpost to another server. (e) The City shall not use Subscription Services in a manner in which system or network resources are denied to other Consultant clients, customers or account holders. This includes, but is not limited,to excessive memory usage and programs that consume excessive CPU resources. (1) The City will have password access to the VCMS through the Subscription Services. The City agrees to be responsible for keeping all passwords secure and will immediately notify Consultant if a password is lost, stolen or compromised in any way. The City shall be responsible for all use of Subscription Services accessed through the City's passwords.The City's passwords are not transferable to any third party and are subject to any limits established by Consultant. S. Disclaimers and Acknowledgments (a) The Internet (i) The City acknowledges that, when using the Internet, the City 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 Consultant's control and are not in any way warranted or supported by Consultant. The City 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. Consultant makes no warranty that any systems accessed will he free of cwmputer viruses. The City is responsible for making backup copies of its files. The City assumes all risk and liability of its use of the Internet. (ii) The City specifically acknowledges that Consultant provides access to other systems not controlled by Consultant including, but not limited to, discussion groups, websites and databases, that may contain pictures and language intended for adult audiences. The City further understands that Consultant is not responsible for any damages that may result from exposure to such material and the City shall hold Consultant harmless liom any damages that may result. (iii) Consultant 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 City. CONSIiL'1'ANT MAKES NO WARRANTY OF ANY KIND,WHETHER EXPRESS OR IMPLIED,OF MERCHANTABILPYY OR FITNESS OF THE SUBSCRIPTION SERVICES FOR ANY PARTICULAR PURPOSE WHATSOEVER, Consultant assumes no responsibility for any damages ,beyond the Fees paid by City pursuant to Section 2 of this Agreement, suffered by the City, 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 City. In no event, at any time,shall the aggregate liability of Consultant exceed the amount of Fees paid by City to Consultant,and 4 City's Initials Consultant's tnitials_ 'v 950765.1 Consultant shall not be responsible for any lost profits or other indirect, incidental, special, or consequential damages,however caused. (iv) The City acknowledges that the information available through the Internet may not be accurate. Consultant has no ability or authority over the material. In addition, Consultant 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 Consultant services is at the risk of the City. (b) Domain Name and Secure Digital Certificate If agreed to under this Agreement, Consultant will apply for a custom domain name of the City's choosing. Consultant cannot guarantee the availability of any particular name. City is responsible for all fees charged by the registrar (i_e. Verisign or Dotster) including setup and renewal fees. City shall be responsible for all licensing fees, if any, including but not limited to secure digital certificate renewal fees. Consultant shall not be responsible for maintaining or renewing domain names, digital certificates, or any other third party registrations. 6. indemnification (a) Consultant will defend, hold harmless and indemnify City, its elected officials, officers, and agents, from and against any and all liability, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, orders, penalties, and expenses, including reasonable attorney fees and legal costs, resulting from claims of injury or death to person, damages to property, or monetary damages arising out of Consultant's negligence or intentional misconduct in Consultant's performance under this Agreement. (b) The City will defend, hold harmless and indemnify Consultant, its officers, directors, shareholders,employees and agents from and against any and all liability,actions,suits,claims,demands, losses, costs, judgments, arbitration awards, settlements, damages, orders, penalties, and expenses including reasonable attorney fees and legal costs, resulting from claims of injury to person, damages to property, or monetary damages arising out of the City's negligence or intentional misconduct in City's performance under this Agreement. 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 Consultant resources that disrupts Consultant's business. (b) The City's breach of any representation,warranty,tern or provision of this Agreement. S. Remedies (a) If Consultant discovers that the City is displaying content that is in violation of any of the foregoing provisions, Consultant may discontinue or suspend access to the City's Website without prior notice, until the violating item(s) have been resolved. However, the City shall remain liable for all 7 City's Initials_ Consultant's Initials__✓ 950765.1 payments due under this Agreement as if access had not been interrupted; (b) if an Event of Default occurs, Consultant may immediately suspend access to the City's Website without prior notice. Consultant shall provide City with notice of the suspension and reasons therefore within two(2) hours of the suspension. The City 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 Consultant's delivery of written or email notice to City. Consultant may immediately terminate Subscription Services and this Agreement. 9. Documents&Data, Licensing of Intellectual Pronertv This Agreement creates a non-exclusive and perpetual license for City 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 Consultant under this Agreement("Documents & Data"). to which Consultant retains ownership of all intellectual property rights. Notwithstanding anything to the contrary in any of the agreement documents, City understands and agrees that Consultant 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 City agrees that a failure to exercise or delay in exercising any right, power or privilege on the part of Consultant 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 City 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 arbitrabitity as to subject matter of the dispute; whetlier an agreement to arbitrate exists and,if so,whether it covers the dispute(s) in question; or any other question of arbitrabitity 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 die comparable rules promulgated by ADR Services or JAMS in Los Angeles, California. The arbitration shall take place in 6 City's Initials - Consultant's Initials 950765.1 the County of Los Angeles. The arbitrators shall apply California substantive law and the California Bvidence 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 turn, select the third and sole arbitrator, F:ach party shall be reapoasible 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, he 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 patties 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 tennis set forth herein, (ii) has the authority to 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 he 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 tite 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 Cod; 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. O 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 City and Consultant 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 he invalid, all other provisions shall retrain 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 7 City's Initials Consultant's Initials 950765.1 upon Consultant'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 Palm Springs Address: '6 00_ �� (�nl�o V\—' �bo�Aun: Fax: �a2 (2)Vision Internet: 2530 Wilshire Boulevard,2nd Floor Santa Monica, California 90403 Attn: Stevcn Chapin Cc: Rose De Vries Fax: (310)656-3103 IN WITNESS WHEREOF,the panics hereto have entered into this Agreement as of the date first set forth above. ATTEST: APPROVED BY CITY COUNCIL CITY OF PALM SPRINGS thy Clerk J By: Print Name O 'vl d lL _ Pr t Tif1e nLf Np1aY+lA( R rep TO FoRm VISION INTE ET PROVIDERS, INC. PAtfftormn&ey /— By: ate EVEN CHAPIN Title: President B City's Initials. Consultant's Initials 950"765.1 Addendum I to Subscription Services Agreement City and Consultant may have already entered into one or more separate agreements which specify(1)the inclusion of Included and/or Optional Interactive Components and Features andior(2) browser compatibility,andior(3)hosting provisions. To the extent that any prior agreement entered into by and between Consultant and City 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 City's project, subject to upgrades and revisions based on Consultant's then current Included Interactive Components listed on the Roadmap. Additional options may be available and can be added for an additional fee: VIMmsu.. • Audit Trail Log • Flexible Site Variable Settings • Backend Content Title Search • Image Library • Backend Dashboard • Page Template Library • Broken Link Reporter • Personal Toolbar • Content Review and Publishing • Role-Based Security • Component Manager • Scheduled Content Review • Content Scheduling • SiteMasterM Template Builder • Context Sensitive Online Help + Submission Validation(reCAPTCHA) • Departmental Page Restrictions • Recycle Bin • Document Central • Updated and Expired Content + Drag and Drop Multiple File and Reporting Image Uploading • Web Traffic Statistics • Entail Address Masking • Widget-based Layout Options • Enhanced User Interface • Workspace x�l,snti!dd'� {,: , _.. ,P-. 3a r'sw' Y 1 �ditus{ill dam-=_ ., _ -.:..! .;��isi�l�Iii�a • Advanced WYSIWYG Editor • Table Wizard • Search and Replace • Undo/Redo • Spell Checker • User Commenting Style Gallery • Version Control lS� {if}dnaktl __ -- z ._ IsIIi • Automatic Breadcrumbs + Navigation Control • Connected Pages • Navigation Redirect • Content Categories • Page Linking 9 City's Initials Consultant's Initials 950765.1 • 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 • Community Spotlight . Job Posts • Dynamic Calendar System • News • Dynamic Homepage RFP Posts • Facilities Directory • Rotating Homepage Banners • Facilities Reservations Service Directory • Feedback Form • Staff Directory • Form Builder • Sticky News • Frequently Asked Questions • Weather Update �n(�1(i fig- p.. o" y, • Department-Level Administration • Department-Level Navigation • Department-Level Sitemap „i t� r n,.� d. a, ,t%� J��1 nI i11i lvu t n., � d. • Audio and Video Embedding • GovTrack CRM'"' + Bookmark and Share • OneClick Social Networking'" • eNotification Ph oto Gallery&Slideshow • Emergency Alert(site wide) + RSS FeedReader" • Facebook FeedReader "t t." + Twister F eedReader • Forward to a Friend n Ih �' qr °ma vR il. i� t � t �1IIIvII1�N1(�(�iluC �. + Automatic Alt-Tags • Google Translation Integration • Dynamic Font Resizing • Printer Friendly Pages • Dynamic Reader Download Links • Table Accessibility Tools �i'tdltf}te � _ �zgl;i+ ai si�tk�Itl}uipi�@iih, r-,�.ki�tGICIA#tl{i�i .Gi„3�41i;�h i ��.,= i1 .. 1� � s ! � • Approval Cycle Responsive Design _ 10 City's Initials Consultant's Initials 950765.I 2. Customizations The following are customizations provided in City's project: • None. 11 City's Initials Consultant's Initials _ 950765.1 RETURN 70: 7,17 �r 0C?.'0R PALM SPRINGS SM 27r$ A'—, n s?r%4 Gs,CA, sa2sn PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF PALM SPRINGS, ("City"), a California charter city, and VISION INTERNET PROVIDERS, INC, a California corporation ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Work. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to website redesign, as specified in the "Scope of Work" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits. Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Consultant shall not relieve tM- Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Work when directed to do ;So by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any addition in compensation not exceeding five percent (5%) of the Contract Sum may be approved by the Contract Officer. Any greater increase must be approved by the City Council. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "Y (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "A" (the "Schedule of Compensation") in a total amount not to exceed Sixty Thousand Dollars ($60,000.00) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. 2.2 Method of Payment. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than the last working day of the month. 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and within the time period established in Exhibit "A" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due 'to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, any computer virus, worm, denial of service attack, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. The term of this agreement shall commence on December 13, 2007 and terminate not later than June 30, 2008 (initial term). This agreement may be extended for additional time upon mutual agreement by both parties (extended term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services, except as otherwise provided in the Schedule of Performance. 4.0 COORDINATION OF WORK 4A Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Arawt P r'a z i I l i'&P-n I Fr*Z William lek, Lead Project Manager a. It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be 3 assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be the City Manager, or such other person as may be designated by the City Manager. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE, INDEMNIFICATION AND BONDS. 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, personal and public liability and property damage insurance against ail claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured shall be delivered to and approved by City prior to commencement of the services hereunder. 4 The amount of insurance required hereunder shall be $260,000 per individual; $500,000 per occurrence. Consultant shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed by Consultant, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. A certificate evidencing the foregoing and naming City and its officers and employees as additional insured shall be delivered to and approved by City prior to commencement of the services hereunder. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant additional "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of "A" or better and a minimum financial size VII. All insurance. required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without thirty (30) days written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5 5.2 Indemnification. a. Indemnification for Professional Liabilitv. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit "A" without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and casts, court costs, interest, defense costs, and expert witness fees), where the same arise our of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. C. General Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant or any other person or entity involved by, for with or on behalf of Consultant in the perform<1nce of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. d. Additional Indemnity Provisions. Without affecting the rights of City under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. 6 5.3 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractors' performance of work under this Agreement. 5.4 General Conditions Pertaining to Provisions of Insurance Coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insured's City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 7 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right , but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be Charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person 8 in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City, If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the Cit* shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and, types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying .insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents fade an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements or as a waiver of any coverage normally provided by any given policy. 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 limiting or all-inclusive. 9 19. The insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with :reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. 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. 6.0 RECORDS AND REPORTS. 6.1 R_ eports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 6.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 6.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to City any documents or materials prepared by them, and in the event 10 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 6.4 Release of Documents. The drawings, specifications, reports, records, documents, proprietary information, and other materials prepared by Consultant in the performance of services undE1r this Agreement, including the proposal submitted during the Request for Proposal process, shall not be released publicly without the prior written approval of the Contract Officer, unless compE1lled to do so by a request under the Public Records Act, Court order, or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities 'of City, except as required by law or as authorized by City. 7.0 ENFORCEMENT OF AGREEMENT. 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and the performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.8. 7.3 Retention of Funds. City may withhold from any monies payable to Consultant sufficient funds to compensate City for any losses, costs, liabilities, or 11 damages it reasonably believes werE1 suffered by City due to the default of Consultant in the performance of the services required by this Agreement. 7.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Consultant requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 7.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. <City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rE1ndered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. 7.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 7.3. 7. Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 12 8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 8.1 Non-liability of City Officers and Em to ees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Consultant for to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. No officer or employee of the City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not payor give any third party any money or general consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, ,religion, sex, marital status, national origin or ancestry in the performance of this Agreement. consultant shall take affirmative action to. insure that applicants are employed and that emploYEles are treated during employment without regard to their race, color, creed, religion, sex, .marital status, national origin or ancestry. 9.0 MISCELLANEOUS PROVISIONS. 9A Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served] personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: To Consultant: CITY OF PALM SPRINGS VISION INTERNET Attention: David Ready Attn: Steve Chapin City Manager President P.O. Box 2743 2530 Wilshire Blvd., Palm Springs, CA 92263 2nd Floor Santa Monica, CA 90403 13 9.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties- 9.4 Severability, In the event that anyone or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 9.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that 'they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF PALM SPRINGS, a California charter city David H. Ready, City M r Date = ATTEST: APPROVED BY CITY( OUNCIL es Thompson, City Clerk APPROVED AS TO FORM: Dougla olland. City Attorney 14 CONSULTANT: VISION INTERNET PROVIDERS, INC By: Name: Steven Chapin Title: President Date: z h loy 15 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICESNVORK Including, Schedule of Fees And Schedule of Performance Av`t( SGI,.E,fvaE F CFw �➢2lhScc iFJ�C Revised; 12/3/2007 Attachment A SCOPE OF WORK Following is the Scope of Work for the City of Palm Springs' ("City") website to be performed by Vision Internet ("Contractor"). In this document the words "we," "us," and "ours" refer to Contractor. The word "you" refers to City. Implementation of the website will include: ❑ Attractive Design: A website design that reflects the City, draws people in, and makes it immediately obvious that the website is the best place to get information and access resources. ❑ Intuitive N,a�v'gation: Information should be easy to find with the most important information accessible from the homepage to make it easier for website visitors. ❑ Content Management Solution: Contractor will implement the Vision Content Management Tool (VCMT) to facilitate management of content to non-technical staff throughout the City. ❑ Int grated_ Interactive Components: Interactive components should be implemented to make the website more engaging and useful for users by allowing them to quickly zero-in on the information most important to them. ❑ 1-ategration of Third-Party Tools and Databases: Tools and databases should be used to enable citizens to access government services at anytime and from anywhere. Each of these recommendations is discussed in more detail in the sections that follow. Attractive Design City will have a design that makes it stand out among cities on both a regional and national basis. The City's website will be inviting, easy to use, and will reflect your unique identity. This will be accomplished through the following design characteristics: ❑ Creative design that incorporates custom design elements and the most important information and keeps both easily accessible from the homepage. ❑ Photos and r„.ollaaes of recognizable landmarks, scenery of the City, and the local area. ❑ GQngjstent_look and feel throughout the site to make it easier for website visitors to navigate the site and find information they need. ❑ Use of Cascading %le Sle 55 eets to ensure future consistency as well as separation of content and design. This makes it much easier to apply a new design theme in the future without the need to redevelop the underlying website. ❑ Section 508 Compliant making it accessible to persons with disabilities. ❑ Easy to use drrrp down menus helping users to quickly understand navigation and locate information with the least amount of clicks. 11/16/2007 City's Initials_ Contractor's Initials - 1 - Attachment A ❑ Breadcrumbs showing the user's current path to let them know exactly where they are on the website. Intuitive Navigation For your website, we recommend organizing information by department, topic, and/or target users. Contractor's approach allows users to find information in the variety of ways that are most important to them. This is because content is available through multiple "paths" making it simple for users to search the site regardless of their preferred method. Content Management Solution The City's website will utilize VCMT which was created in Microsoft ASPAET and SQL Server. Upon final payment, Contractor will provide City with the source code for City's own use. Administration Tools VCMT provides City with a dynamic website where you have the ability to modify content on any page in the website through simple and easy to use administration screens. Additionally, you can add new pages and insert them into the navigation of the website. This allows you to continually grow your website over time, without ongoing maintenance fees. VCMT includes a number of functions that make it extremely easy for your non- technical staff to manage website content. The most important include: ❑ Browser-Based Administration that allows for easy management of content by anyone who is familiar with surfing the Internet and using basic word processing programs. There is no need for your staff to know programming when updating content. This allows authorized staff members to update, delete, and create new pages based on a predefined template, and insert them into the website's navigation. ❑ WYSIWYG Text Editor that is based upon standard document creation tools that make it easy for your non-technical staff to edit and format text. With the WYSIWYG (What You See Is What You Get) editor, they can change font styles, colors, sizes, and formatting such as bold, italics, and underlining. ❑ Content Approval Cycle that allows staff persons to create content that passes through multiple levels of review and approval before going "live." ❑ Automatic Alt-Tags for images ensuring future Section 508 compliance. ❑ Automatic Image Resizino to convert those large high-resolution photos from digital cameras into web-ready images. ❑ Unc o Redo. and Trashcan tools giving you the ability to recover from mistakes. ❑ S les that can be applied to such elements as text, headers, and lists, thereby enabling you to create web pages with a consistent look. 11/16/2007 City's Initials Contractor's Initials -2- Attachment A ❑ Paste Text from Microsoft Word to make it easier to add content to the website while stripping MS Word formatting and converting it to HTML. ❑ Spell_Check to help you create content that is free of any embarrassing spelling errors. ❑ Search and Repko tool that replaces a word or phrase within the page. ❑ Secure Administration that offers password protection to content management functions. Cur sophisticated tool allows you to grant management rights to specific users or groups of users. Administration rights can be granted to the entire site or restricted to specific areas or types of content (i.e. by department). ❑ Single-Source Web Publishing that permit's administrators to update a single web page and reflect those changes on multiple pages throughout the site. ❑ Navigation Control that allows you to add new pages or move pages anywhere within the website. ❑ Paae Linking that enables you to easily create links to any page in the website or to other websites. ❑ Email Address Masking which prevents spammers from getting the email addresses of your employees when crawling your site. ❑ Document Central that allows for the storage of a single version of each document in a central place and for them to be linked to virtually any page in the website. ❑ Im e Libra that stores a single version of each image in a central place and subsequently adds them to virtually any page in the website. ❑ Content Scheduling to save time and money. This allows all standard pages and specific predefined component content to be setup to publish ahead of time and be automatically removed or archived when it will no longer be relevant. ❑ Printable Pages that enable your website visitors to print out virtually any page on the website for reading offline. Included Interactive Components In addition to the creative design, effective navigation, and easy to use VCMT, we will provide the City with interactive components for managing special types of content. The Interactive Components to be utilized are: ❑ Approval Cycle ❑ Facilities Directory ❑ Calendar ❑ Form/Survey Tool ❑ Design Themes u Image Library ❑ Document Central ❑ Job Postings ❑ Dynamic Banners ❑ News and Newsletter ❑ Dynamic Homepage ❑ Photo Gallery ❑ Dynamic Department Homepages ❑ Site Search i 11/16/2007 City's Initials_ Contractor's Initials 3- Attachment A ❑ e-Notification ❑ Sitemap Generator Each of these interactive components is described in detail below. Customization of the Vision Content Management Tool includes the frontend graphic design and layout as well as adding or subtracting fields for your specific needs. Approval Cycle For websites where content authorship and updates are distributed throughout an organization's departments, it is helpful to implement the Approval Cycle where content updates and changes do not go live on the website until one or more persons have approved them. This allows you to segment the management of content by groups of users (such as departments), in addition to types of content as determined by the interactive components. It is extremely flexible allowing you to define as many workflows as you require with as many steps in the approval as you deem necessary. Most clients have one workflow per department with up to four or five steps in each. Calendar An interactive Calendar is a staple of local government websites and is an essential tool for your site's success. The Calendar can be used to improve attendance at your events and meetings by making it easier for users to find the types of events important to them. It can also be implemented in a user-friendly monthly or yearly format. To assist users further, the Calendar has filtering tools that allow them to find information by month, category, or even departments. This makes it quite easy to locate specific information. Our Calendar contains a number of advanced functions including: ❑ Recurring events function ❑ HTML editing capabilities (including ability to include photos and links) ❑ Automatic archiving ❑ Integration with e-Notification ❑ Ability to create and assign filtering categories to events. ❑ Ability to restrict use of categories by specific staff. ❑ Ability to control which events to include on the homepage of the site. ❑ Ability to insert Calendar pages anywhere in the site navigation. ❑ Ability to apply different Calendar formats including standard monthly Calendar and a listing of events. ❑ Automatic RSS feed. NOT-E.- With the e-Noti&cation t00% calendar information may also be broadcast to subscribers via email. 11/16/2007 City's Initials Contractor's Initials -4- Attachment A Design 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- AL 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 tool. Included in this budget are three design themes; additional themes will be r"r billed at our hourly rates. .i:n unl wnePl-::_MCalul�n....,:rto[nnrl�� N4bM. b,em eu.p;- ,t111IIvrU .;fR'pW.{�1 ,,rry-� IIIII IJIfidl -dlr dnMhd:' u:rD" I uvwd=��n wu... 11d�a111 I:�t �I(I nib �All.l4(�llNt�� Figure 1 The StopWaste.Org website ^incorporates different Design Theme templates to support branding of individual programs- From left to right: Bay Friendly program, Residents section of site, Green Building program- Above are examples from the StopWaste-Org 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. Document Central One of the main reasons people visit a local government website is to get information and download important documents and forms. With the Document Central, website visitors can easily find the information they need, and you can slash printing and distribution costs for all types of documents. Based on our extensive experience in content management, we recommend a centralized location for all documents. This allows website visitors to browse for documents from a single, categorized location as well as to access information from individual pages within the website. Furthermore, it allows easier administrator 11A 612007 City's Initials_ Contractor's Initials -5- Attachment A management of files, thus preventing confusing links and ensuring there are not multiple versions of the same document throughout the site. To prevent broken links in the website, the Document Central prevents deletion of linked documents and provides a complete list of pages linking to the document to simplify website administration. We recommend all documents be stored in Adobe Acrobat PDF format to enable everyone to view them, regardless of platform. However, you may upload most types of files including Microsoft Word, Excel, graphics files, and audio or video clips. Dynamic Banners While your site will include graphical banners that make the website attractive, changing the banners from time-to-time will keep the website fresh and interesting. While Vision Internet can change the banners at anytime for an incremental maintenance fee, the Dynamic Banners tool allows your staff to change the banner images by themselves, whenever they want. With the simple to use interface, they can easily upload pre-sized photos, graphics, or collages to replace existing banner graphics. Depending on your preferences, we will implement the Dynamic Banners so that you can apply a different banner for individual pages, the overall website, or on a rotating basis. We would work with you to determine the best implementation for your unique needs. You can see an example of the implementation of Dynamic Banners at www.visioninternet.com. As you go to different sections, you will notice that different banners are used. We can change banners via simple image upload. We will be happy to provide a demonstration of backend tools upon request. Included in this budget are five dynamic banners; additional banners will be billed at our hourly rates. Dynamic Homepage It is important on a city website to list the most current news, press releases, or events. This keeps the community informed while ensuring the website is fresh and timely. It also exposes website visitors to important information they may not necessarily be looking for. A Dynamic Homepage automates this process for your staff by displaying the most recent information and automatically removing it when it is no longer relevant. It will save your staff time while guaranteeing that your homepage is up-to-date. Please note that the Dynamic Homepage can include an emergency homepage notice. Dynamic Department Homepages While the Dynamic Homepage would provide information for the City overall, the Dynamic Department Homepages would provide the same functionality for individual departments. The system will be implemented in a way that information could be posted on both the main homepage and a department homepage simultaneously without duplication of effort. The screenshots below show the City of Charlottesville's homepage, which lists current events, and the city council's homepage, which automatically lists council specific news. 11/16/2007 City's Initials_ Contractor's Initials -6- Attachment A News and events are - . _. �,,,, _ ..._....�.._.•• ..—••• automatically added -- rh m .wetlmbd,,U=, I c,mm,mj,11inrmm I�w. ouweweu�uuusm� i��,�n n. aah„,s.nN to the homepage and u,w„m, vai"m 111 piftml,mW hen inn.rm. the department - " l s homepage. ar V� heI • `i M. g qnn. j ,J nnmaur Nml'rr ,vlm m"rr/er ,o vumru e.m Y^4erJ1.'^iemAmv �n.N J1,nl mr., `LVr; ma of[eunat-1— dMw rep v„ �I1 I u,f I ..wnn.`� � n�ravo.ne +t nd,.yh�o:.n:roonna n"nu nrn. vn w,.�.y,r rt�YMm. N 'nn;"•• ' .rvd;a°::., uviiorn.Door,°. CmfeWALntU'Wua"I�fle.ncSuvl Jrven,lvd .0...y„ M �.i mNnl deM1enJ of enremmenrinn vlm neyernmeev�n ,I r,nvn Figure 2 City of Charlottesville's homepage Figure 3 Dynamic Dept. hlomepages automatically automatically lists upcoming events. lists a department's current news or events. e-Notification Increase communication, draw in more repeat users, and get important information out more quickly, using our email based e-Notification tool. Our tool provides a sign-up box allowing users to add their email addresses to receive important notices, and set their preferences for the e-Notifications they would like to receive. Each registration is verified via a confirmation email that the user must respond to in order to complete the registration process. This same mechanism allows each user to change preferences including opting out from subscription lists- To better manage the e-Notification process, your staff can see how many subscribers there are for each category, plus edit subscriber information and export the subscriber database for use in other systems. The best part about our e-Notification tool is that it also integrates with the Calendar and News and Newsletter components, giving you the ability to broadcast event and news content from your website to your subscribers. There is no need to recreate the content- This integrated approach enables your users to sign up for different types and categories of content on a single subscription page in order to have it delivered directly into their email box. Facilities Directory 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 Churches, parks, and schools) amenities (such as swimming pool, meeting rooms, and kitchen), and capacity. It is great for residents that need to find space for all types of activities- 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 11/16/2007 City's Initials_ Contractor's Initials ^ -7- Attachment A have available. Entered information does not become live on the website until after website administrator approval. Form/Survey Tool Interactive forms are the staple of an effective government website. They allow users to communicate and interact with their government at convenient times. Vision Internet's Form/Survey Tool can be used for asking questions, getting feedback, or submitting applications. Keep in mind that these online forms can be used for replicating most paper forms in the City, including service requests. The Form/Survey Tool also provides you with the ability to easily create your own online surveys and track the results in real-time. In contrast to the traditional paper survey approach, online surveys are more convenient because they eliminate the time and expense of mailing back responses. Furthermore, you can display the results in several formats, including graphical representations. This allows your staff to aggregate the responses and view them in report format. The tool supports fill in the blank, multiple choice, multiple select, and ranking type questions. It also has an export function so you can analyze the results using Excel or any other program capable of importing CSV files. This is a third party tool, so only graphic design may be customized and the Approval Cycle functionality is not available. Image Library The Image Library is a centralized place where all images used in the website are stored. This saves space because only a single version of each image is used on the entire site. This also provides greater control, as you can restrict the ability to add new images to specific staff members within your organization. Images remained archived when deleted to prevent accidental broken links within the website while the content management tool tracks all pages using individual photos to make it easier for you to replace images in individual pages. The Image Library also incorporates several tools that make managing images much easier. They include automatic scaling and sizing of photos to the maximum size recommended for your website plus automatic alt-tag insertion for images added to pages to ensure future Section 508 compliance. Job Postings Job Postings is one of the most popular types of content on local government websites. By posting jobs within the site, you are both attracting possible candidates and averting the flood of telephone inquiries about positions that do not exist. This, of course, keeps your administrative costs down. Our Job Postings tool makes posting jobs a snap. Your HR staff simply fills out a form that can have any number of fields you define (such as position, department, salary, and benefits). Staff Can schedule when postings go live on the website and when they expire, thus simplifying the process and reducing your administrative time and costs. 11/16/2007 City's Initials_ Contractor's Initials Attachment A To make it easy for users, postings can include interactive tools For Filtering available positions by category, type of position, posting date, and salary. As is normal for all our components, your staff is able to define the categories or classification of Job Postings. Job Applicant Manager With the Job Applicant Manager, website visitors can apply for jobs online by filling out an application and submitting it for a specific job or for possible future positions. The information is stored in a central database, and when submitted for a job, it is emailed to the manager responsible for hiring that particular position. HR can generate lists of prospective employees via interactive tools that they can Filter by skills, experience, salary requirements, and/or application submittal date. This is the ideal tool for cities that are filling several positions per month or want to build a database of applicants for future positions. To see an example, please view the details of a Job Posting on the City of Englewood site and click on the Apply Online button. News and Newsletter By posting news on your site, you will improve communication with your target audiences. Our experience is that news can take many forms, including press releases, newsletters, feature stories, and "what's new" content. With our News and Newsletter component, each of these types of news can be implemented onto a single section of the website or have their own separate area. To ensure usability for website visitors while providing simplicity for staff, news content is automatically moved to an archive section at a predefined interval after publishing. Website visitors can browse the archive by category and date range. Additionally, RSS feeds of the News and Newsletters are automatically available to website visitors. NprE.• With the e-Notification t00% news information may also be broadcast to subscribers via email Photo Gallery Nothing spices up a website like pictures. With our Photo Gallery component, your website visitors can browse through images of your beautiful city and its exciting events. Users can view photo albums defined by your staff, and either look at images via thumbnails or a slide show. While you can setup the basic photo albums with our content management tool, the Photo Gallery component includes several tools to make administration much easier. Simply upload the image to the new album and add a caption; thumbnails are automatically created and added to pages based upon the predefined template. In addition, to ensure accessibility and Section 508 compliance, the necessary alt-tags are automatically added to each photo. What a great way to save staff time while livening up your website! 11/16/2007 City's Initials_ Contractor's Initials /L/ -9- Attachment A Site Search Site users can find the specific content they need through the powerful search engine dtSearch. The tool will search both HTML pages and documents such as Adobe PDF files and Microsoft Word documents. It will return results in order of relevance based upon frequency of search words in the page content or metadata. In an optional, advanced mode implementation, dtSearch supports full Boolean keyword searches. This third-party software needs to be installed on the web server. Sitemap Generator Some people prefer to navigate from a central sitemap where they are able to quickly see a snapshot of the overall website structure. Additionally, visually impaired people often use the sitemap as their principal source of navigation because it is much faster for their screen reader software to move through this than other navigation pages. The Sitemap Generator makes it easy for website visitors and staff alike by automatically generating a sitemap based upon the current site hierarchy. When a change is made to a page location on the website, it is automatically updated on the sitemap. This ensures up-to-the-minute accuracy, and is much easier than staff having to maintain a static sitemap- Integration of Third-Party Tools and Databases Today, there are many advanced tools for such functions as: ❑ Class Registration ❑ Permitting ❑ Service Requests (CRM) Ci Streaming Video ❑ Others VCMT can easily work with these tools, provided they are web-enabled. Most of these types of tools can be given the same look and feel as your main website via modifications to the presentation template. For your project, we will provide you with an HTML template that vendors of these third-party tools can use. We will also integrate links to these third-party tools into the overall website navigation. There are many examples of where we have used this approach, including the Cities of College Station, TX; Diamond Bar, CA; Citrus Heights, CA; and many others. Additionally, we are able to create web-interfaces for your third-party databases. Examples of previous projects where we have done this include displaying tax records that were exported from a main frame for Vanderburgh County, IN; displaying crime statistics from California State databases for the City of Citrus Heights, CA; displaying travel options from various databases for several airlines including United; and displaying staff and student contact information from school databases for the UCLA School of Law. These are just a few examples of our extensive experience working with third-p arty databases and systems. While interfaces to third-party systems are not included within 11/16/2007 City's Initials I� Contractor's Initials - 10- Attachment A the budget, they are available For an additional fee. We can provide a firm quote for interfaces after analyzing the databases and requirements during the consulting phase of your project. 11/16/2007 City's Initials Contractor's Initials -�Zf • 11 - Attachment A THE VISION PROCESS Contractor's process consists of six stages. In each, there are formal review and approval points to give you full control of the project and ensure the final website meets your expectations. This process is explained in the sections below. Stage 1: Vision Stage In the Vision Stage, we work with you to create the vision for your website now and for the future. The Vision Stage places heavy emphasis on the objectives of the website and how it supports your overall organizational goals. To create the vision, we will: ❑ Prepare and tabulate surveys of key decision makers. The survey will focus on goals and objectives, what is good and bad about your current site, examples of sites you like, and many other topics. ❑ Review your existing website and the websites of other cities. ❑ Study examples of other websites you like. ❑ Hold a brainstorming session with your web team. ❑ Collect all content and materials for the new website. The heart of this stage of the project is the brainstorming sessions where we discuss your current website, the results of surveys, the needs of users and staff, and possible approaches for the future. This serves to gain insights and create general support for the project. We will also discuss operational considerations for once the website launches- This operational discussion will be a two-way dialog where you provide us information about the operational needs of the City and we share with you our experience and knowledge based upon the best practices we have discovered over the years. Stage 2: Concept Stage In the Concept Stage, we will create the blueprint for realizing the vision. To do this, we will develop the site infrastructure that includes: ❑ Creation of a navigation strategy that supports easy access to information. ❑ Categorization of pages according to the navigation strategy. ❑ Creation of a conceptual sitemap. The navigation or information architecture will take into account your current needs plus allow for future expansion and growth. ❑ Recommendation of interactive components to support easy navigation through special types of content, such as events and news. ❑ Drafting of a homepage layout wireframe that shows the placement of key information and dynamic content. The Concept Stage will end with your approval of the sitemap and homepage layout wireframe. 11/16/2007 City's Initials_ Contractor's Initials - 12- Attachment A Stage 3: Design Stage In this stage, our creative team will continue with the creative graphic design for your homepage, based on the approved homepage layout wireframe. Our creative ability and expertise will allow us to develop compelling graphic design to make your website look great, while maintaining its usability. We will work very closely with your staff to establish a look and feel for the website that reflects your unique identity. Website/Graphic Design will include: ❑ Up to three homepage design concepts to establish direction. rJ Design of custom icons, buttons, screen elements, and backgrounds, if desired. ❑ Efficient and streamlined navigation and site architecture. ❑ Optimization for speed. ❑ Section 508 Accessibility Compliance. ❑ Consistent graphics, structure, and navigation design. Towards the end of this stage, we will present final homepage design concepts for your approval. You will select one for implementation in the new website. Stage 4: Development Stage This stage includes the interior page design and programming the website according to the approved specifications and creative design. Programming will include the implementation of the content management tool and development of the interactive components. Our creative team will give direction for the sub-level page design. Though we do not create content as part of our services, we do include in the scope of your project the migration of up to 200 pages into the new website. Stage 5: Quality Assurance, Documentation, and Training Stage While quality assurance is an integral part of every stage of the project, in the Quality Assurance Stage we do extensive testing and reviewing of the website code. We will thoroughly follow an exhaustive checklist of all pages and functions created during the development stage. We recommend that you have a staff representative participate in this process to verify the site fulfills the expectations For the project. Within this stage, we will also provide a one day training consisting of a session for each department's content author in addition to an overall system administrator. For content authors, we will train them on how to create and update content using the content management tool and for the administrator, we will instruct him/her on managing security, system configuration, and other advanced topics. A custom training manual and reference is provided for updating the website. The manual incorporates screenshots from your website, making it easy for staff to understand and use. Stage b: haunch Stage In the Launch Stage, the website is moved to the production server. In the event that Contractor is not hosting the website, the City will be responsible for setting up a Windows Server running IIS and MS SQL Server. Contractor will install all other 11/16/2007 City's Initials_ Contractor's Initials - 13- Attachment A necessary software, make necessary configuration changes, and transfer the code and content'. We again go through the final quality assurance process, ensuring the site transfers correctly. After you approve that Lhe website is ready to launch, the website will be made available to the public We will continue to monitor the website over the next three months to make sure that the entire site is functioning properly. Project Schedule The table below shows our recommended development and launch schedule along with a list of key del iverables/milestones- Irn Iementa#ion Ste Avg. Duration. Vision Stage ❑ Stakeholder surveys 2--4 Weeks 0 Brainstorming session Concept Stage ❑ Conceptualized sitemap 2 —4 Weeks ❑ Homepage layout wireframe Design Stage ❑ Up to three homepage design comprehensives ❑ Custom icons, buttons, screen elements and backgrounds 3—4 Weeks ❑ Complete navigation design Development Stage ❑ Programming of the website 4— 9 Weeks ❑ 'Migration of up to 200 pages of content Quality Assurance and Documentation Stage in Completed website 2—3 weeks ❑ Customized training manual ❑ Onsite training Soft Launch & Final Launch ❑ Move website to production server 2 weeks ❑ Continued final testing ❑ Website goes-live Total estimated time to launch 15 — 26 Weeks * The schedule may vary largely depending on optional components and participant decision times, ' The City will need to provide remote access to the server during the setup and configuration of the website, or be prepared to perform the setup under the direction of Contractor's technical staff. In this case, additional fees may apply. 11/16/2007 City's Initials Contractor's Initials I _14 _ Attachment A INVESTMENT PROPOSAL Note that we have added in two components for your website that La Qunita does not have (Facilities Directory and Photo Gallery) as a courtesy in order to help offset the funds you spent so far on your beta website redesign. Also, please keep in mind that we raised our pricing early this year, but we are honoring the older pricing that was applied to La Quinta, so the value of your project with our current pricing is 573,155. Services Hours' Rate per hour ' Bud,get Consulting 8 $125 $10,250 Project Mana ement 49 $125 $6,125 Design 79 $100 S7,900 Design Production 29 S85 $2,465 Dynamic Programming 220 S1251 $27,500 HTML Programming 31 $75 $2,325 Quality Assurance 37 $95 $3,515 Training/Documentation 63 $100 $6,300 Total $66,380 Discount ($6,380) Grand Total $60,000 Vision Internet is looking forward to building a long-term relationship. As a token of our commitment to your success, we will offer the following services at no cost: ❑ Three months free maintenance and support' ($1,500 value) ❑ One-year free Warranty ❑ All travel costs Up to five hours per month. 11/16/2007 City's Initials_ Contractor's Initials -15- Schedule of Compensation Payment shall be on a "Fixed Fee" basis in accordance with the Consultants Schedule of Compensation attached herewith for the work tasks performed in conformance with Section 2.2 of the Agreement. Total compensation for all work under this contract shall not exceed Sixty Thousand Dollars ($60,000.00) except as specified in Section 1.6 - Additional Services of the Agreement. City agrees to pay Contractor as follows: (i) An initial payment equal to 20% of the total cost; (ii) A payment equal to 20% of the total cost upon City approval of the site map; (iii) A payment equal to 20% of the total cost upon City approval of homepage design comp; (iv) A payment equal to 20% of the total cost upon implementation of the Vision Content Management Tool on a Contractor's server; (v) A payment equal to 20% of the total cost upon completion of the website and City approval. Exhibit D Special Requirements 1 . This Agreement, City activities and all discussions regarding City website development shall be treated as confidential and shall not be disclosed to parties other than representatives of Consultant and the authorized representatives of City. 2. Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City 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 Consultant under this Agreement ("Documents & Data"), to which Consultant retains ownership of all intellectual property rights. City understands that Contractor shall retain all right, title, and interest to the Vision Content Management Tool and Dynamic and Interactive Components. 3. Consultant shall provide at no charge, monthly website maintenance and updates ("Maintenance") for up to five hours each month for a period of three months commencing on the date of the website launch. Maintenance beyond five hours per month in the first three months is optional. Optional services and maintenance after the first three months are considered Extra Work as described in Paragraph 4. 4. Additional services not covered in this Agreement and extra hours will be presented to City for approval prior to commencement of work ("Extra Work"). Extra Work will be billed at Consultant's prevailing hourly rates, which are currently as follows: Data Input, $75/hr; Graphic Production $85/hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, $95/hr, Consulting, Project Management, Database Design, Dynamic Programming, $125/hr; Graphic Design, Training, $100/hr; Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. City shall be responsible for any or all additional fees 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. 5. City shall supply all information to Consultant in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting graphics. 6. City understands that Consultant will develop website frontend to be compatible with Internet Explorer 5.5 and above and Firefox 1 .5 and above. Website backend will be compatible with Internet Explorer 5.5 and above. Website may not be compatible with previous versions. Website will be optimized for 800 x 600 pixels resolution or above. City understands that the website will be developed with Hypertext Markup Language ("HTML"), JavaScript, and Microsoft ASP.NET ("MS-ASP") interfaced with a database created in Microsoft SQL Server 2005 ("MS-SQL"). City understands that the website is developed to run on a Microsoft Windows 2003 Server ("MS-Server"). City is responsible for the costs of all software licensing. City understands Thai the website frontend will be designed to be compliant with Section 508 guidelines on accessibility. Content migrated into the website by Consultant will also be compliant. Compliance standards will be verified via Watchfire's Bobby" software prior to Completion. City understands that website backend and third party tools may not be Section 508 compliant. 7. Limited Warranty: Consultant does warrant that all of the deliverables included in this Agreement will be conveyed to City. All programming code developed by Consultant within the project is warranted for a period of twelve (12) months from the date of the completion of the website ("Completion"). Consultant will create a back up of the website on the date of Completion. If any warranted problem arises while City or its designee is maintaining the website, Consultant will restore the website back to its condition as it existed at Completion. If Consultant is maintaining and hosting the website, Consultant shall restore the website back to its condition as it existed at the day of the most recent backup. Consultant shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. Except as expressly set forth in the immediately preceding paragraph, CONSULTANT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE WHATSOEVER. In no event, at any time, shall the aggregate liability of Consultant exceed the amount of fees paid by City to Consultant and Consultant shall not be responsible for any lost profits or other damages, including direct, indirect, incidental, special, consequential or any other damages, however caused. S. Consultant does not warrant any results from the use of any web pages created under this Agreement, including but not limited to, the number of page or site visitations, download speed, database performance, or the number of hits or impressions. 9. Although Consultant may offer an opinion about possible results regarding the subject matter of this Agreement, Consultant cannot guarantee any particular result. City acknowledges that Consultant has made no promises about the outcome and that any opinion offered by Consultant in the future will not constitute a guarantee. 10. Consultant may use any web pages developed for the City in any of its own promotional materials as examples of its work. City agrees that Consultant may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Consultant's tooter text credit shall always be linked to a Consultant web page. 11 . Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages during the effective period of this Agreement. City expressly authorizes Consultant to display and/or modify any City supplied images, data, information and other items in connection with the services provided herein. 12. City agrees to use the website in strict accordance with, but not limited to, all local, state, and federal laws. City hereby agrees that any text, data, graphics, or any other material published by City on its website is 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 obscenity or libel. 13. Estimated times are included for convenience. Actual times will vary depending on City interaction and participation. However, the Parties agree to reasonably cooperate with one another in the construction and design of the website in a timely manner.