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HomeMy WebLinkAbout2008 CON Vision Internet Providers - City WebsiteAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND VISION INTERNET PROVIDERS, INC. THIS AGREEMENT is entered into this _15th_ day of _April , 2008, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and _Vision Internet Providers, Inc. (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Website redesign services. WHEREAS, the CITY has determined that the CONSULTANT is a website design firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings cited in Exhibit "A"to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 25% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Revised February 18, 2008 Ron Williams, IT Manager hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director at the start of the project to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on the payment schedule below based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "A" (the Base amount) without prior written authorization from the Purchasing Agent. Monthly ilnvoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the CITY. CITY agrees to pay CONSULTANT according the following payment schedule: (i) A payment equal to 10% of the total cost after the first consulting meeting; (ii) A payment equal to 22.5% of the total cost upon CITY approval of the site map; (iii) A payment equal to 22.5% of the total cost upon CITY approval of homepage design comp; (iv) A payment equal to 22.5% of the total cost upon implementation of the Vision Content Management Tool on a CONSULTANT'S server; (v) A payment equal to 22.5% of the total cost upon completion of the website and CITY approval The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents ("Work Product") prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. 2 Revised February 18, 2008 Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. Notwithstanding anything to the contrary herein, Work Product shall not include the Vision Internet Content Management Tool (also known as the Vision Content Management Tool, VCMT, VCMS and the Vision Content Management System), dynamic components, interactive components (collectively, the "CONSULTANT's Proprietary Tools"), and other materials or components reasonably designated by CONSULTANT, or any portion thereof, which: (a) have been previously made available to the public or which is made available to third parties by CITY hereafter (except through ordinary interface with or use of CITY's Website by members of the public), and/or (b) which was already in CONSULTANT's possession prior to services performed under this Agreement ("CONSULTANT 's Proprietary Information"). CONSULTANT shall retain all right, title, and interest in all of CONSULTANT's Proprietary Tools and CONSULTANT 's Proprietary Information; however, upon payment in full CONSULTANT hereby grants to CITY a perpetual, non-exclusive, royalty free license to use for its own use any of CONSULTANT's Proprietary Tools and CONSULTANT's Proprietary Information that is embedded in the Work Product. 7. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. 3 Revised February 18. 2008 This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subCONSULTANTs, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its subCONSULTANT(s) shall require the subCONSULTANT to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 11. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. 4 Revised February 18, 2008 B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a govemmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. 5 Revised February 18. 2008 The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. CITY shall not disclose to any other entity or person any information regarding the activities of the CONSULTANT, except as required by law, Public Records Act, or as authorized by the CONSULTANT. CITY will notify CONSULTANT in writing of any such requests during the term of this Agreement. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising solely out of the CONSULTANT's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the Califomia Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 16. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned and hired vehicles ("any auto"). CONSULTANT represents that it does not own any vehicles, thus has insurance for non -owned and hired vehicles. If 6 Revised February 19, 2008 CONSULTANT acquires or becomes an owner of any vehicle during the term of this Agreement, then CONSULTANT shall obtain insurance consistent with this provision for owned vehicles. C. Commercial general liability insurance, with minimum limits of $1,000,000 [*combined single limit only applies to auto] per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANTS/CONSULTANT's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agree- ment. I. Insurance shall be written with only Califomia admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current AM Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" insurers, they must be included in the most recent California List of Eligible Surplus Lines Insurers (LESLI List) and otherwise meet rating requirements, subject to approval by the Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. Any self -insured retentions or deductibles in excess of $10,000 must be disclosed at the time evidence of insurance is provided and approved by the Risk Manager. 7 Revised February 18, 2008 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attomey's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attomey's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, Califomia, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be bome equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be bome equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60- day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed 8 Revised February 18, 2008 the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. F. In the event of termination without cause by the CITY, the CITY shall pay to CONSULTANT for all services performed to the date of termination. Upon termination of the Agreement pursuant to this Section, the CONSULTANT will submit an invoice to the CITY pursuant to Section 4. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by ovemight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by ovemight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: Ron Williams IT Manager City of National City 1243 National City Boulevard National City, CA 91950-4301 To the CONSULTANT: Vision Internet Providers, Inc. 2530 Wilshire Boulevard, 2nd Floor Santa Monica, California 90403 Attn: Steven Chapin Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, 9 Revised February 18. 2008 facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 10 Revised February 18, 2008 F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. L. 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: HTML Programming, Content Migration, $85/hr; Graphic Production $95/hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming, $135/hr; Graphic Design, Training, $125/hr; Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. CITY shall be responsible for any or all additional fees 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. M. 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. N. CITY understands and agrees that CONSULTANT will develop website frontend to be compatible with Internet Explorer 6.0 and 7.0 and Firefox 1.5 and 2.0. Website backend will be compatible with Internet Explorer 6.0 and 7.0. Website may not be compatible with previous or future versions. Website will be 11 Revised February 18, 2008 optimized for 800 x 600 pixels resolution or above. CITY understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), JavaScript, and Microsoft ASP.NET ("MS -ASP") interfaced with a database created in Microsoft SQL Server 2005 ("MS -SQL"). CITY understands and agrees that the website is developed to run on a Microsoft Windows 2003 Server ("MS -Server"). CITY is responsible for the costs of all software licensing. CITY understands and agrees that the website frontend will be designed to be compliant with Section 508 guidelines on accessibility. Content migrated into the website by CONSULTANT will also be compliant. Compliance standards will be verified via Watchfire's BobbyrM software prior to Completion. CITY understands and agrees that website backend and third party tools may not be Section 508 compliant. O. 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. P. 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. Q. 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. R. 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 12 Revised February 18. 2008 "Developed by Vision Internet" or the equivalent. CONSULTANT's footer text credit shall always be linked to a CONSULTANT web page S. 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. T. 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. U. 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. V. 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. W. Force Majeure. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B APPROVED AS TO FORM: VISION INTERNET PROVIDERS, INC. (Corporation - signatures of two corporate officers) (Partnership - one signature) (Sole proprietorship - one signature) Bv: 13 ame) (Title) Revised February 18, 2008 r) al By: gy-Q.- CLL.--w George H.,Eiser, III (Name) City Attomey Sc ce-�.ry (Title) 14 Revised February 18, 2008 Exhibit A Scope of Work Following is the Scope of Work for the City of National City's ("City") website to be performed by Vision Internet ("Contractor"). In this document the words "we," "us," and "ours" refer to Contractor. The word "you" refers to City. Implementation of the website will include: ❑ Attractive Design: A website design that reflects the City, draws people in, and makes it immediately obvious that the website is the best place to get information and access resources. ❑ Intuitive Navigation: Information 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. J Integrated 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. ❑ Integration 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 collages of recognizable landmarks, scenery of the City, and the local area. u Consistent look and feel throughout the site to make it easier for website visitors to navigate the site and find information they need. a Use of Cascading Style Sheets to ensure future consistency as well as separation of content and design. This makes it much easier to apply a new design theme in the future without the need to redevelop the underlying website. ❑ Section 508 Compliant making it accessible to persons with disabilities. u Easy to use drop down menus helping users to quickly understand navigation and locate information with the least amount of clicks. City's Initials Contractor's Initials -1- Exhibit 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. Registration with Popular Search Engines As a part of our services, Vision Internet will register your website with all the most widely used search engines, putting you a step ahead of most other local government websites. Content Management Solution The City's website will utilize VCMT which was created in Microsoft ASP.NET and SQL Server. Upon final payment, Contractor will provide City with the source code for City's own use. ADMINISTRATION TOOLS 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. J 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 Resizinq to convert those large high -resolution photos from digital cameras into web -ready images. 2 City's Initials Contractor's Initials`/ Exhibit A u Undo, Redo, and Trashcan tools giving you the ability to recover from mistakes. • Styles that can be applied to such elements as text, headers, and lists, thereby enabling you to create web pages with a consistent look. ❑ 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. u Spell Check to help you create content that is free of any embarrassing spelling errors. ❑ Search and Replace tool that replaces a word or phrase within the page. ❑ Secure Administration that offers password protection to content management functions. Our 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). J Single -Source Web Publishing that permits administrators to update a single web page and reflect those changes on multiple pages throughout the site. u Navigation Control that allows you to add new pages or move pages anywhere within the website. u Page Linking that enables you to easily create links to any page in the website or to other websites. • Email Address Masking which prevents spammers from getting the email addresses of your employees when crawling your site. u Document Central that allows for the storage of a single version of each document in a central place and for them to be linked to virtually any page in the website. ❑ Image Libra�r r that stores a single version of each image in a central place and subsequently adds them to virtually any page in the website. u 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. This will save your staff time from having to be notified of when pages are outdated and having to remove them manually. u 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: .i Approval Cycle ❑ Image Library • Calendar u Job Postings J Document Central u News and Newsletter -3- City's Initials_ Contractor's Initials �� Exhibit A • Dynamic Homepage u Site Search ❑ Dynamic Department Homepages i Sitemap Generator • Forward to a Friend u Staff Directory • Frequently Asked Questions 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: u Recurring events function u HTML editing capabilities (including ability to include photos and links) • Automatic archiving • Integration with optional 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. u Ability to apply different Calendar formats including standard monthly Calendar and a listing of events. ❑ Automatic RSS feed. 4- City's Initials_ - Contractor's Initials V Exhibit A NOTE: With the optional e-Notification tool, calendar information may also be broadcast to subscribers via email. 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 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 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 includes an emergency homepage notice. The notice would prominently cover the main area of the homepage so users would not miss it. 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. We will also provide a graphical banner that can be used for any page on the site. Since we will provide you with the original design work, your staff will be able to create distinct banners for individual departments or programs. As an option, we can provide more banners for an additional budget. City's Initials_ Contractor's Initials 5 Exhibit A The screenshots below show the City of Manhattan Beach's homepage, which lists current events, and the Police Department's homepage, which automatically lists department specific news and which has its own distinct banner. ww.ylima. aOvum 11. ... News and events are automatically added to the homepage and the department homepage. • Figure 1 The City of Manhattan Beach's Figure 2 Dynamic Dept. Homepages homepage automatically lists upcoming events. automatically lists a department's current news or events. FORWARD TO A FRIEND With the Forward to a Friend component, you can flag individual pages as available for forwarding to a coworker, friend or colleague. Additionally, the interactive components will automatically have a button for forwarding to a friend. The simple form asks for both the sender and recipient's email addresses and, if they care to, allows comments to be sent with the page link. The recipient will receive a short email from their colleague directing them to a specific page on your website. This tool empowers your online visitors to share information from your website that they find particularly useful. FREQUENTLY ASKED QUESTIONS Frequently Asked Questions (FAQ) are a website staple that visitors have come to expect. While traditional FAQs consist of long lists of questions that may overwhelm users, our component provides a simple and easy way for them to find the information they need. Website visitors are able to browse the list of questions (and answers) by categories you define. Multiple categories may be assigned to each question so that your visitors will be able to find answers based upon the category that best matches what they are looking for. Questions and their associated answers are submitted through a simple and centralized interface. Our tool does the rest! 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 City's Initials Contractor's Initials 6 Exhibit A 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. 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. 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. NOTE: With the optional e-Notification tool, news information may also be broadcast to subscribers via email. 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. City's Initials Contractor's Initials_P 7 Exhibit A 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. STAFF DIRECTORY It is often difficult for website visitors to find the correct person to contact in a government agency. However, the useful Staff Directory component greatly simplifies this search. It can list all staff persons, departments, even related agencies and partners, along with their contact information and description of their role or area of specialization. Your website users will love the convenience, simplicity, and accessibility; they can easily filter the list of staff based upon name, department, or other criteria determined to be important to them. Additionally, your staff will be pleased that they can make their email addresses available to others without exposing their contact information to spammers. Our tool "masks" email addresses so that email -harvesting software used by spammers cannot automatically extract them from your website. -8 City's Initials_. Contractor's Initials Exhibit A Optional Interactive Components Contractor creates custom solutions; therefore, we are able to offer you virtually any conceivable type of function. Below is a sampling of other components available to you. Because our content management tool is so flexible, you may add these at any time in the future for an additional budget. Business Directory Custom Online Forms Design Themes Document Central PDF Converter e-Notification Event Registration Extranet (Members Only) Facilities Directory Form/Survey Tool Intranet Most Popular Pages BUSINESS DIRECTORY One way to promote local businesses is the use of a Business Directory in the City's website. This supports local industry and businesses by increasing their ability to reach a national/international market while at the same time making residents more aware of them. When you list businesses on your website, their individual websites will automatically have higher placement in search engines because of your link to them; websites linked to government websites are given higher placement by many search engines like Google. For some types of businesses, this could make a significant difference. ❑ Multilingual Translation ❑ Officials' Corner • Online Payments • Photo Gallery ❑ Polling Tool ❑ RFP Postings • Separate Site ❑ Service Directory ❑ Weather Update • Zoomable Map Business Directory Plee,C mte, :.,:C W4C...0:Au. .f.. r. ..l Ix ...t C. the '..f 0•,10 rr:.: ;.•:^0..': t.[nmt eY.'•ex 1. n..•.1pr.ex ^e •OC••.f00•r ftv:u•:•..f•._o ... o•I,.Meer , .Cee L. ac-0:.;.ee.v..py At l••,• to'A "et (t;tt re•:.•,.e:.ow w:.:........r... o.•: e.-... 'ne ....: o..e. Al,. L. t.i.LtSf Ia .I.•an00,1: C'.tMff . .f ne.a.m in eOeY. :f u . cumrNbM Figure 1 Business Directory implemented at City of Englewood. The Business Directory would be an interactive index of local businesses. Your staff would post a business's name, description, location, contact information, links to their sites, and, if available, a graphic (i.e. logo or photo). Users would then be able to browse an alphabetical listing of these businesses or filter the directory based upon City's Initials 9- Contractor's Initials 5..,/ Exhibit A categories you define. The search results would list all businesses by the information entered by staff. CUSTOM ONLINE FORMS Online forms are a great way to collect information from your website visitors. While our Form/Survey Tool supports creating basic online forms, we are able to generate more advanced Custom Online Forms that can perform complex validations, calculations, and integration with Online Payments. The budget for creating online forms is based upon the actual time required for programming the forms and/or integrating them with existing databases. As part of our consulting process, we will evaluate forms to be added to the website, and provide you with a quote for implementing the advanced forms. As an option, Custom Online Forms can have the information stored in a database. We will provide you a fixed quote for these forms after we better understand your needs during the consulting stages of your project. 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. At the same time, however, by being able to apply different graphic designs and color schemes to different sections, you can incorporate distinct branding elements into a single website. To make it easy for your staff, they can simply select the design theme to be applied to the page from a list of available options that Vision Internet defines for the content management tool. Included in this budget are three design themes; additional themes will be billed at our hourly rates. Below 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. L1„Am HOME TOUR 1.1.-+a• ,• 11111111111 Figure 2 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 Buildino oroaram. Exhibit A DOCUMENT CENTRAL PDF CONVERTER The PDF Converter simplifies conversion of common file formats to PDF and cuts costs because you do not need to buy and install Adobe Acrobat for your staffs' desktops. Completely integrating with the Document Central, the PDF Converter will prompt the user if they want to convert the file into a PDF. The third -party conversion tool will automatically convert the file into a PDF and add it to the Document Central in a single, seamless step. We will be integrating a third -party tool into the content management tool and performance may be an issue in converting large files or when multiple users attempt simultaneous file conversion. 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. EVENT REGISTRATION You will be able to increase attendance at your events by making registration simple and easy with the Event Registration tool. Because the Event Registration tool integrates with our Calendar, it makes browsing available [classes and programs] a snap. Additionally, the tool will save your staff time by allowing them to easily add events and to print rosters of people who have signed up for specific events. When your staff adds a new event into the Calendar, they will set a flag indicating that it allows for online registration. They will furthermore define the price for the event and the maximum number of attendees. When the user views an event in the Calendar that they can register for, they will see a link in its description which leads to a registration form. More advanced functions and features, such as credit card processing, variable pricing models, or stored user profiles will require additional fees. City's Initials Contractor's Initials_ Exhibit A We implemented this for the Minnesota Office of Secretary of State, Northern Indiana Workforce Investment Board, and California Association of Public Information Officers. However, there are no events posted at this time that require registration. A demonstration is available upon request. EXTRANET (MEMBERS ONLY) Vision Internet can implement an Extranet where restricted content is integrated into the main city website. The restricted content is not viewable by users until they log into the website (i.e. designated staff or elected officials). Once they log in, they will see the additional content within the menus or as an additional section to the main website. When implementing the Extranet, you may want to have different levels of information access. With our Extranet tool, you can define an unlimited number of groups such as designated staff, executive management, and elected officials. Registered users can belong to any number of groups and any number of groups can be associated with most pages in the Extranet. Once implemented, the website visitors will need to log into the website using a username and password to view the secure pages. The basic Extranet tool includes functionality to restrict viewing pages in the navigation of the website. Additionally, the tool offers the ability to restrict viewing content in News and Calendar. An additional fee applies for implementing Extranet functionality within other interactive components. 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 have available. Entered information does not become live on the website until after website administrator approval. For an additional cost, this tool could also be modified to provide for online facility reservations depending upon your specific needs. Comoro* fsailioi Z.ry']t.r4r... er•rven.\ ON Cr RO•tt4111i.>! 4:.WV C11lr aeln. nh•w• Ct%t 't..*t$ !tabu.. M tt. Seem• .Ate n Mw.,f n,rn t' te,vp. ntr.r:. Nt.,t p•Jryep l,e• rtr 0,0' N4DN. n K..,r •.y 4,41 Wmt Jri •r.tl'q.am-. 'wtne• Wen. t .Y•a.G'MrW •4 W 1 M•ft 1.>ir ♦ r ten:Yt 014 r.'A V.a S M..tln' N•.tte4 Co.n.tsewty «agO T.tre Te li l.YR. rr*W ICM fet'S. t�CNY 4 s1 C-er•C 0*11 Is.. TYNt11 pnyy. Iu. Wl Pug :YCet'.r'.e.. {..r•..:n... .f,. >u ..tr... r:lf N/e ..n, a ✓01.0 th.,m1 .r..24 es1t1.r..n4: •:n.iry Cork n*ror p.rc . Exhibit A 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 Figure 3 The Form/Survey Tool lets you create forms and results in real-time. In contrast surveys where the results are stored in a central database to the traditional paper survey and interactive reporting tools let you create graphical approach, online surveys are representations of the responses. 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. INTRANET While the public website will enable you to improve your communication with people outside your organization, the intranet will serve as the main source of information for your employees. It will have its own unique homepage, navigation, and design. The design will be based upon the approved public website design; however, it may include its own color scheme, collage, and homepage layout. On the following page is an example of the website and intranet as implemented on the City of Lancaster site. In implementing your intranet, we would take the following steps: u Complete your main website project u Replicate the main website including all components such as calendar, news, etc. - 13 - City's Initials Contractor's Initials 5."/ Exhibit A • Implement the approved intranet design • Migrate or add pages as required' ❑ Launch the website behind a firewall so as to make it inaccessible from outside your internal network'. In this approach, the content in the website and the intranet plus all management tools would be separate; however, the intranet will pull public events and news content from the main website as needed so that you do not need to duplicate this type of content. l ncrmr OtytMk wraaw to Or CM of I -matter ..et, 1,,tpS..^1: . Yn ♦. t.. ':IM'a tee.. .Xe, •altbaY TMp.lrttaatllt W. .... pp. 1 fPtb µ.ba1Y G 1.4 M /J* Wpm*. Vw.ro t. arww+a .* .. P. [Mtfa ya...We •trr cauvt Wrzftab .lwa Hcn IId. to, el our r+• a(e.Ir al N_wa..lT.YW S..., Au.a ahoa dn..' 4.11.0,4 .w •.I+In n to IY14''�ItY Figure 4 Bottom image is of the City's website while top image is of the City's intranet. MOST POPULAR PAGES Most Popular Pages is a unique and innovative way to navigate the website and quickly find information. Based on the premise that people tend to want the same information as other users, the Most Popular Pages tool dynamically and automatically creates a list of the most popular pages of the website and displays links to them on the homepage or on a separate page of the site. The list is interactive so that users can filter it by department, topic, or service and quickly locate information of interest. ' Includes up to 50 pages; additional pages may be migrated for an additional budget. 2 For users to access the intranet from outside your network, they may need to use a VPN to access your network prior to accessing the intranet. City's Initials Contractor's Initials ci -14- Exhibit A MULTILINGUAL TRANSLATION Vision Internet can help manage the translation of content into languages such as Tagalog and Spanish, using our partner Inline Translation Services, Inc. Once the website content has been finalized in English and the content that needs to be translated has been identified, Vision Internet will provide a cost quote for the translation in the form of a not to exceed dollar amount included in the quote. OFFICIALS' CORNER (BLOGGING TOOL) Your elected officials will love having the ability to communicate directly with the community, and your residents will appreciate seeing regular updates from those that serve them. The Officials' Corner enables your elected officials to inform constituents about what is happening in the community and the projects in which they are involved. Posting updates is simple and secure through the content management tool. Furthermore, website visitors can browse through bios and information about serving officials. They can also read current messages or scan through the site's archive of updates. A staff member can easily add or remove officials following an election that results in turnover. ONLINE PAYMENTS The Online Payments functionality is a core tool integrated into the content management tool, and used by other components requiring online transactions. It would include integration with an online transaction service where transaction information would be transmitted securely to a third -party vendor. This vendor would then process the credit card or e-check and transfer the funds from the transaction to your bank account. A recording of each transaction is logged into a local database for reconciliation with the transaction report made available from the vendor. Transactions recorded within the central database would also be associated with the transactions by different applications using the tool. For security reasons, however, credit card information will not be stored into the database. This is an add -on to payment related functions and forms. The types of custom forms that may be beneficial to you are: a Bill Payment 3 Permit Applications Ticket Payment J Other Transactions Transaction based forms and/or functions are an additional cost beyond the Online Payments tool. 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 City's Initials_ ') Contractor's Initials (/ -15- Exhibit A 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! You can see this tool at www.columbiacountvcia.gov/home/index.asp?page=3161. POLLING TOOL Online polling is a great way for users to express their opinions about issues important to 3CMA members. The Polling Tool allows site users to vote in online polls and see the results instantly so that they can measure the responses of other members. Your staff will be able to easily create their own polls with questions about conferences, regional meetings, or other topics which site users would be interested in. Polls can appear on the homepage of the site where users can easily find them, as well as on a centralized page for all of your website's past and current polls. This is a third party tool so the Approval Cycle functionality is not available. RFP POSTINGS To make future Requests for Proposals simpler, easier to manage, and more cost effective, the website can include an RFP Postings where they can be posted along with amendments and updates. Potential vendors can download RFPs in a PDF format. Because RFPs are time sensitive, you can schedule when the RFP posting would be live on the website and when it would be removed, thus ensuring your website is kept up-to-date with minimal staff time required. SEPARATE SITE - 16 - City's Initials_. _. Contractor's Initials 9✓ Exhibit A The Separate Site would provide a department with its own individualized and attractive homepage tailored specifically to your users needs. This includes a navigation and design that draws on all of the experience and expertise of Vision Internet's web development team while following the main website's structure. Furthermore, this Separate Site would have all the same functionality as your main website since it would use the same backend and have all the same interactive components. tart: YCl:ot:1 °v:` • rarR: i'x�GtiSL:�: Outs. Aloes the hark o News h No•rccr Whit 9 Raprenmo • pe) .i ':JJ'•.:A 4v .:. :CCf Figure 4 The Separate Sites shown above: the City of Grants Pass and their Visitor's Bureau. Depending on the work needed and the specific demands of the City, the price for a Separate Site would range from $10,000 to $15,000. During your project's consulting process, we will be able to better realize the specific needs of the City and determine an exact budget that maximizes your investment. SERVICE DIRECTORY Key to serving your community is making it easy for them to find the services they need. While we generally recommend organizing information by topic or service in addition to by department and target audience, the interactive Service Directory allows users to filter or search a list of services by category, department, and keyword, thus simplifying the entire process. For each service in the directory, you can provide a title and description plus associate the service with contacts in the Staff Directory. You can then establish links to the correct form in the Service Request system, thus allowing your user to move from information about the service to actually filling out the form to request the service. City's Initials Contractor's Initials - 17 - Exhibit A WEATHER UPDATE Weather information is often important to visitors of government websites. By offering the local weather on your own site, your online users will come into the habit of regularly visiting it and thus become more familiar with the City and all that you have to offer them. There are two options on how to display weather reports, and both pull data from a third party website (i.e. The Weather Channel). The first will allow you to display weather within a predefined template (which requires you to use their graphics and provide a reference and link to their website). The second option allows you to customize the design of the Weather Update to better fit within your website. While the first option requires no ongoing fee, the second requires a nominal monthly fee. ZOOMABLE MAP There are a number of different ways that Vision Internet can implement this component. We recommend integrating the Google mapping system, and you can see an example of this at the Columbia County, GA site, where we did a zoomable map showing their park locations: http://www.columbiacountyga.gov/I ndex.aspx?page=3637 Because this has been implemented in different ways for different clients, this is a component we could discuss in more detail during our extensive consulting phase. This way, we can better assess your organization and community's needs. Rest assured that regardless of how you chose to implement this tool, we will provide you with a solution tailored specifically for your community. Integration of Third -Party Tools and Databases Today, there are many advanced tools for such functions as: a Class Registration a e-Commerce • GIS Mapping u Permitting u Service Requests (CRM) u Streaming Video • Wikis u 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. City's Initials Contractor's Initials - 18 - Exhibit A 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 -party databases and systems. While interfaces to third -party systems are not included within 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. 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: :i 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. u Review your existing website and the websites of other cities. o Study examples of other websites you like. u 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: - 19 - City's Initials Contractor's Initials b/-.."/ Exhibit A u Creation of a navigation strategy that supports easy access to information. ❑ Categorization of pages according to the navigation strategy. u Creation of a conceptual sitemap. The navigation or information architecture will take into account your current needs plus allow for future expansion and growth. u Recommendation of interactive components to support easy navigation through special types of content, such as events and news. • Drafting of a homepage layout wireframe that shows the placement of key information and dynamic content. The Concept Stage will end with your approval of the sitemap and homepage layout wireframe. Stage 3: Design Stage In this stage, our creative team will continue with the creative graphic design for your homepage, based on the approved homepage layout wireframe. Our creative ability and expertise will allow us to develop compelling graphic design to make your website look great, while maintaining its usability. We will work very closely with your staff to establish a look and feel for the website that reflects your unique identity. Website/Graphic Design will include: ❑ Up to three homepage design concepts to establish direction. • Design of custom icons, buttons, screen elements, and backgrounds, if desired. u Efficient and streamlined navigation and site architecture. u 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 City's Initials Contractor's Initials _20_ Exhibit A 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 6: Launch Stage In the Launch Stage, the website is moved to the production server. In the event that Contractor is not hosting the website, the City will be responsible for setting up a Windows Server running IIS and MS SQL Server. Contractor will install other necessary software specified by Contractor, make necessary configuration changes, and transfer the code and content. We again go through the final quality assurance process, ensuring the site transfers correctly. After you approve that the website is ready to launch, the website will be made available to the public. We will continue to monitor the website over the next three months to make sure that the entire site is functioning properly. Project Schedule The table below shows our recommended development and launch schedule along with a list of key deliverables/milestones. Vision Stage • Stakeholder surveys u Brainstorming session Concept Stage ❑ Conceptualized sitemap ❑ Homepage layout wireframe Design Stage u Up to three homepage design comprehensives u Custom icons, buttons, screen elements and backgrounds ❑ Complete navigation design 2 — 4 Weeks 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. - 21 - City's Initials U Contractor's Initials Exhibit A y,A, rr Y { fu a �.. ^�,ay" r ',- ' t ,� w 7'Rl4�7R7l f °' < aY - f d',r W- t1{"'%w!� 7 Yx +,*y�' ° " ^n�;� w± Development Stage ❑ Programming of the website ❑ Migration of up to 200 pages of content 4 — 9 Weeks Quality Assurance and Documentation Stage u Completed website u Customized training manual u Onsite training 2 — 3 Weeks Soft Launch & Final Launch ❑ Move website to production server u Continued final testing u Website goes live 2 Weeks Total estimated time to launch 15 — 26 Weeks * The schedule may vary largely depending on optional components and participant decision times. City's Initials Contractor's Initials - 22 - Exhibit A PRICING SCHEDULE Please note that this budget includes our non-proprietary content management tool, as well as our Approval Cycle, Calendar, Document Central, Dynamic Homepage, Dynamic Department Homepages, Forward to a Friend, Frequently Asked Questions, Image Library, Job Postings, News and Newsletter, Site Search, Sitemap Generator, and Staff Directory. Consulting 51 $135 $6,885 Project Management 32 $135 $4,320 Design 52 $125 $6,500 Design Production 20 $95 $1,900 Dynamic Programming 108 $135 $14,580 HTML Programming 15 $85 $1,275 Content Migration 33 $85 $2,805 Quality Assurance 24 $105 $2,520 Training/Documentation 41 $125 $5,125 Total not to Exceed $45,910 Optional Components Below is pricing for these options: /. y�,y.,� 84 �cir}ARC P ... .. , ..,. �`:Tm".+ a a nodrr. }ma v'r ... .s .:, w. Business Directory $4,422 Custom Online Forms Est. $600 per form Design Themes $5,720 Document Central PDF Converter $4,980 e-Notification $5,295 Event Registration $4,730 Extranet (Members Only) Est. $6,000 Facilities Directory $4,584 Form/Survey Tool $2,000 Intranet $12,000 Most Popular Pages $3,352 Multilingual Translation TBD Officials' Corner $4,422i City's Initials Contractor's Initials -23- Exhibit A Online Payments $3,832 Photo Gallery $4,420 Polling Tool $1,000 RFP Postings $4,422 Separate Site $10,000 - $15,000 Service Directory $4,422 Weather Update' $1,000 Zoomable Map TBDI ° Price for Weather Update is for implementation only. This does not include third party subscription fees. City's Initials Contractor's Initials - 24 - RESOLUTION NO. 2008 — 62 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH VISION INTERNET PROVIDERS, INC. IN THE NOT -TO -EXCEED AMOUNT OF $100,000 TO REDESIGN THE CITY OF NATIONAL CITY WEBSITE WHEREAS, the City desires to retain a consultant to provide Website Redesign Services; and WHEREAS, Vision Internet is a qualified and experienced website design company, and is qualified by experience and ability to perform such services desired by the City, and Vision Internet Providers, Inc. is willing to perform such services. • NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement with Vision Internet Providers, Inc to provide Website Redesign Services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of April, 2008. Ron Morrison, Mayor ATTEST: >AA?„,41 Mi 7ael R. Della, y Clerk APPROVED AS TO FORM: George Eiser, III City Attorney Passed and adopted by the Council of the City of National City, Califomia, on April 15, 2008 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Parra, Ungab, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City erk of the City of ational City, Califomia By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2008-62 of the City of National City, Califomia, passed and adopted by the Council of said City on April 15, 2008. City Clerk of the City of National City, California By: Deputy C'd00%, • t9 City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE April 15, 2008 AGENDA ITEM NO. 4 ITEM TITLE Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Vision Internet in the not to exceed amount of $100,000 to redesign the City of National City's Website. PREPARED BY DEPARTMENT Ron Williams 4) MIS (Ext. 4373) EXPLANATION On January 28, 2008 the City issued a Request for Proposal to several vendors. The request outlined the scope of work and objectives. Proposals were due on February 28, 2008. Fifteen proposals were received and reviewed by the Proposal Review Committee consisting of Leslie Deese, Brad Raulston, Ron Williams, Angelita Palma Laura Sanchez, Mike Dalla, Jacquelyn Reynoso, and Kenneth Springer. The committee interviewed the top three vendors and selected Vision Internet's proposal as the most responsive to the City's needs. Environmental Review ‘,I N/A Financial Statement Approved By: Project # 900752-0360-210 inance Director Account No. 360-468-752-699-000i STAFF RECOMMENDATION Adopt the Resolution BOARD / COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below) Resolution No. `' o o CO Attachment 1: Standard City Contract A-200 (9/991 City of National City Office of the City Clerk 1243 National City Blvd. National City, CA 91950-4397 619-336-4228 619-336-4229 fax VISION INTERNET PROVIDERS REDESIGN OF THE CITY'S WEBSITE Brad Raulston (CDC) forwarded the Contract to the Consultant