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HomeMy WebLinkAboutVision Technology Solutions, LLC dba Vision Internet Providers - 2015-01-27• Website Development Services Terms and Conditions 1. These Terms and Conditions, and any attachment signed by the parties attached hereto, represent the complete agreement and understanding ("Agreement") between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS ("Contractor"), and the City of Huntington Beach, California ("City"), and supersedes any other written or oral agreement with regard to the website development services provided for herein. Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties. 2. Contractor will provide the following services to City in exchange for payment of fees and compliance with the Terms and Conditions of this Agreement. 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 Contractor and the authorized representatives of City. It is agreed that a designee of City, Simone Slifinen will be project manager, with decision making authority on behalf of City, for purposes of this Agreement. 3. Contractor agrees to perform Website Development for the City's Office of Business Development as described in "Attachment A" at a price of 527,725. (a) 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 homepage wireframe; (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 System on a Contractor's server; (v) A payment equal to 20% of the total cost 21 days from Completion as defined below. 4. Documents & Data; Licensing, of Intellectual Property: Upon payment in full, Contractor grants 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 Contractor under this Agreement (`'Documents & Data"), to which Contractor retains ownership of all intellectual property rights. Notwithstanding anything to the contrary in any of the agreement documents, City understands and agrees that Contractor shall retain all right, title, and interest to the Vision Content Management System'"" (also known as the Vision Internet Content Mana(ement System, VCMT, VCMS and the Vision Content Management Tool), and Dynamic and Interactive Components. 5. intentionally omitted. City's Initials& Contractor's Initials Q� 6. Intentionally omitted. 7. 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 Contractor's prevailing hourly rates, which are currently as follows: Content Migration, S85/hr; Graphic Production, S95/hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, HTML Programming, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming, S135/hr; Graphic Design, Training, $125/hr; Straight flatbed scanning will be billed at S10 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, fonts, scanning, software, applications, online promotion, marketing, copy writing, redesign, change orders, mailings, and fees to any third party vendors if applicable. Maintenance work is considered Extra Work as defined herein. 8. Intentionally omitted. 9. City shall supply all information to Contractor in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting graphics. 10. City understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the time of Completion of. Firefox, Chrome, and Safari. Website backend will be compatible with Internet Explorer 9, 10, and H, and the latest released version at the time of Completion of Firefox. Website may not be compatible with previous versions. Website may be compatible with future versions pursuant to the separate and concurrent visionLiverM Subscription Services Account Terms and Conditions "visionLive Agreement." Website backend will be optimized for 1024 x 768 pixels resolution or above. City understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS - ASP") interfaced with a database created in Microsoft SQL Server 2012 R2 ("MS -SQL"). City understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ('`MS -Server"). visionMobileTM, if provided under this Agreement, will be compatible with the latest released versions at the time of Completion of 10S Safari, Android Chrome, and Windows Phone 7 Internet Explorer. visionMobileTM may not be compatible with previous versions. visionMobileTM may be compatible with future versions pursuant to the visionLiveTM Agreement. visionMobileTM, if provided under this Agreement, shall include "Powered by Vision Internet" in the footer and always be linked to a Contractor web page. City is responsible for the costs of all software licensing. City understands and agrees that the website frontend and content migrated by Contractor will be designed to be compliant with Section 508 Rehabilitation Act of 1973 guidelines on accessibility as follows: Compliance standards will be verified via Watchfire's BobbyTM software to be compliant to automatic checkpoints prior to Completion. City understands and agrees that website backend and third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by City or any third party. 11. Limited Warranty: Contractor does warrant that all of the deliverables included in this Agreement will be conveyed to City upon transfer of the website to the production ser 2 City's Initialg Contractor's Initials � ("Completion"'). All progratnming code developed by Contractor within the project is warranted to be free of any errors or bugs that prevent the code from performing as originally intended ('Warranted Problem") for a period of twelve (12) months from the date of Completion. Contractor will create a backup of the website on the date of Completion_ If any Warranted Problem arises while City or its designee is maintaining the website, Contractor will restore the website back to its condition as it existed at Completion. If Contractor is maintaining and hosting the website, Contractor shall restore the website back to its condition as it existed at the day of the most recent backup. Contractor shall provide compiled code upon City's request. Contractor 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, CONTRACTOR 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 anv time, shall the aggregate liability of Contractor exceed $27,725 and Contractor shall not be responsible for any lost profits or other damages, including direct, indirect, incidental, special, consequential or any other damages, however caused. 12. Contractor 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. 13. Although Contractor may offer an opinion about possible results regarding the subject matter of this Agreement, Contractor cannot guarantee any particular result. City acknowledges that Contractor has made no promises about the outcome and that any opinion offered by Contractor in the future will not constitute a guarantee. 14. Contractor may use any web pages developed for the City in any of its own promotional materials as examples of its work. City agrees that Contractor may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page. 15. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages during the effective period of this Agreement. City expressly authorizes Contractor to display and/or modify any City supplied images, data, information and other items in connection with the services provided herein. 16. 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. 17. Intentionally omitted. 18. Intentionally omitted. 19. Contractor will defend, hold harmless and indemnify City from and against aal 3 Cit\'s Initials �- 9 i7 � Contractor's Initials liability, loss, cost, damage, or expense, including reasonable attorney's fees, resulting from any claim of injury to person, damages to property, or monetary damages arising solely out of Contractor's negligence or intentional misconduct or failure to perform obligations under this Agreement. 20. Intentionally omitted. 21. 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. 22. 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 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. 23. The waiver by one Party of any term or condition of this Agreement, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach. 24. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement except as expressly stated herein. 25. With the intent to be legally bound, each of the undersioned hereby covenants and acknowledges that he, she or it (a) has read each of the terms set forth herein, (b) has the authority to execute this Agreement for such person or entity, and (c) expressly consents and agrees that the person or entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. 26. 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. 27. 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 Parry does so freely and knowingly and waives any such rights to counsel. As a result, the Parties do not believe that the presumptions of California Civil Code section 1654 relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore the Parties knowingly and freely waive its effects. 28. Intentionally omitted. 29. Intentionally omitted. 30. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. This Agreement becomes effective upon Contractor's receipt of an executed copy of this Agreement. City"s InitialsA9 Contractor's Initials.) ? • 31. Force Maieure: Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition, any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within ten (10) days after occurrence of such cause or event. 32. In the case of any conflict between the Terms and Conditions, Quote. and Attachment A, the following order of priority shall be utilized: Terms and Conditions, Attachment A, Quote. 33. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 34. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement. 35. Contractor shall agree to offer the prices and terms and conditions offered herein to other state, local, county, education, and municipal government agencies in the United States who wish to participate in a cooperative purchase program with Contractor. 36. 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: (a)City: Name: Deputy Director, Business Development Address:_ City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Deputy Director, Business Development E-mail: kfritzal@surfcity—hb.org Fax: (714) 375-5087 (b) Contractor: Vision Internet Providers 2530 Wilshire Boulevard, 2nd Floor Santa Monica, California 90403 Attn: Contract Administrator Cc: Rose De Vries 5 City's Initials Contractor's Initials �'.� Fax: (310)656-3103 7 1 OF HUNTINGTON BEACH DATE: By: Print Name /K:I i lc, {. A- 0c Mtn! Print Title F/)Af C i �j a,'"I m A e,/- VISIO TECHNOLOGY SOLUTIONS, LLC DB Tl N ERNET PROVIDERS DATE: 1= ! ' By: Davi M. NacfVan, Chief xecutive Officer APPROVED AS TO FORM By:�� O / `I- ,Michael Gates, City Attorney City's Initials Contractor's Initials 0 • Attachment A This Attachment A ("Attachment A") describes the Scope of Work for website development services, to be performed by Vision Internet Providers ("Contractor") for the City of Huntington Beach ("City"). In this document the words "we," "us," and "ours" refer to the Contractor. The word "you" refers to the City. Implementation of the website will include: The Contractor will consult with the City on how best to organize your website's content. Based on this consultation, the Contractor will create a homepage layout wireframe that shows the placement of key information and dynamic content. The Contractor will deliver the following: • Homepage layout wireframe The Contractor will provide the City with one homepage design concept for your approval. The Contractor will provide revisions of the homepage design concept. Upon approval of the final homepage design concept by the City, the Contractor will create up to three interior page designs. The Contractor will deliver the following: • One homepage design concept • Approved homepage design • Up to three interior page templates The Contractor will implement the City's website using the Vision Content Management SystemTM ("visionCMSTM"). Customization of the visionCMSTM includes the frontend graphic design and layout as well as adding or subtracting fields for your specific needs. The visionCMSTM will be implemented with the following components: • Audit Trail Log • Flexible Site Variable Settings • Backend Content Title Search • Image Library • Backend Dashboard 0 Page Template Library • Broken Link Reporter • Personal Toolbar • Content Review and Publishing • Role -Based Security • Component Manager • Scheduled Content Review • Content Scheduling • SiteMasterTM Template Builder • Context Sensitive Online Help • Submission Validation (reCAPTCHA) City's Initials Contractor's Initials +} Page 1 C u Attachment A • Departmental Page Restrictions & Recycle Bin • Document Central 0 Updated and Expired Content • Drag and Drop Multiple File and Reporting Image Uploading • Web Traffic Statistics • Email Address Masking • Widget -based Layout Options • Enhanced User Interface • Workspace • Advanced WYSIWYG Editor • Table Wizard • Search and Replace • Undo/Redo • Spell Checker • User Commenting • Style Gallery • Version Control • Automatic Breadcrumbs • Navigation Control • Connected Pages • Navigation Redirect • Content Categories • Page Linking • Dynamic Drop Down Menus • Quick Links • Error 404 (Page Not Found) • Single -Source Publishing Handling • Site Search (Google CSE) • External Link Splash Page • Sitemap Generator • Friendly URL Redirect • Business Directory • In -page Content Editing • Business Submissions • Job Application Manager • Community Spotlight • Job Posts • Dynamic Calendar System • News • Dynamic Homepage • Online Polls • Event Registrations • RFP Posts • Event Submissions • Rotating Homepage Banners • Facilities Directory • Service Directory • Facilities Reservations • Single Sign On • Feedback Form • Staff Directory • Form Builder • Sticky News • Frequently Asked Questions 0 Weather Update • Department -Level Administration City's Initials Contractor's Initials =�> Page 2 Attachment A • Department -Level Navigation • Department -Level Sitemap • Audio and Video Embedding • govTrack CRMTM • Bookmark and Share • OneClick Social NetworkingTM • eNotification • Photo Gallery & Slideshow • Emergency Alert (site wide) • RSS FeedReaderTM • Facebook FeedReaderTM • Twitter FeedReaderTM • Forward to a Friend • Automatic Alt -Tags • Google Translation Integration • Dynamic Font Resizing • Printer Friendly Pages • Dynamic Reader Download Links • Table Accessibility Tools Below are details on key components of the visionCMSTM: Er; MEG,', ME!J The Advanced Mega Menu is a fully customizable mega menu. Along with the options to define how many levels of navigation and how many columns to use like standard mega menus, the Advanced Mega Menu also allows users to add extra columns to the mega menu and place widgets in these columns. Each main navigation item mega menu is designed separately so that, for example, hovering over "About Us" would show a different mega menu with different widgets than hovering over "What's New". By default, all of the standard "Box" widgets can be added to the Advanced Mega Menu, such as News, Events, Staff, RFPs, FAQs, Facilities, Jobs, Businesses, and Services, as well as content area widgets, mini calendars and image widgets. More than one widget can be added to a column, stacked on top of each other. Widget columns can be added before or after the navigation columns, not in between them. Multiple columns can be added to one mega menu. Widgets can only be added to widget columns, not to navigation columns. City's Initials ^^' Contractor's Initials Page 3 • Attachment A The Contractor will provide the City with an HTML template that vendors of third -party components can use. Additional web -interfaces with third -party databases and systems are outside the scope of work of this Attachment A. The table below shows the projected development and launch schedule along with a list of key deliverables/milestones. Vision Stage • Initial kick-off call with City's project manager • Survey preparation and review 2-4 Weeks • One day onsite brainstorming and planning session Concept Stage • Define navigation strategy 2 - 4 Weeks • Homepage layout wirefrome Design Stage • Unique, custom graphic design • Custom icons, buttons, screen elements, and backgrounds 3 - 4 Weeks • Homepage design comp Development Stage • Implementation of visionCMSTM • integration of interactive components 4 - 9 Weeks • Migration of up to 50 pages of content 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 Contractor's Initials Page 4