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HomeMy WebLinkAbout2016 CON Vision Technology Solutions - City WebsiteV I S I ©N' INTERNET creating what for the City of National City Project Name: List of Services Vision will perform the following services for the City of National City: Website Development Services visionLive,m Subscription Services Extra Work Contacts Name: Ron Williams Address: 1243 National City Blvd, National City, CA 91950 Phone: (619)336-4373 Email: Rwilliams@nationalcityca.gov Fax: (619)336-4349 Name: Ron Williams Address: 1243 National City Blvd, National City, CA 91950 Phone: Email: Fax: (619)336-4373 Rwilliams@nationalcityca.gov (619)336-4349 Vision Project Manager Name: Kristoffer Von Bonsdorff, or his designee Address: 222 N. Sepulveda Blvd., Suite 1500, El Segundo, CA 90245 Phone: (310) 656-3100 Email: Fax: (310) 656-3103 elision Contract Cont ) Name: Contract Administrator ) Address: 222 N. Sepulveda Blvd., Suite 1500, El Segundo, CA 90245 ) Phone: (310) 656-3100 Email: contracts@visioninternet.com Fax: (310) 656-3103 2016-0108 vS/PE 1 t terms and conditions This Master Services Agreement ("Agreement") is made and entered into effective as of the date of the last signature below (the "Effective Date") by and between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS ("Contractor"), and the customer which is a signatory hereto ("Client"). Client and Contractor are sometimes individually referred to as a "Party" and collectively as the "Parties." 1. Services. This Agreement (which includes and incorporates the Addendum(s) attached hereto and Contractor's acceptable use policy ("AUP") posted at www.visioninternet.com) sets forth the entire terms and conditions by which Contractor will deliver and Client will receive any and all of the services provided by Contractor, including one or more of the following: website development, visionLiveTM subscription services, maintenance services, and/or other extra work and services (collectively, the "Services") and supersedes all other written or oral agreements, proposals or understandings with regard to the Services provided for herein. This Agreement is intended to cover any and all Services ordered by Client and provided by Contractor. Contractor will provide Services to Client as requested by Client and as set forth in the applicable Addendum(s) in exchange for payment of related fees specified in such Addendum(s), and compliance with the terms and conditions of this Agreement, and compliance with Contractor's AUP as such policy may change from time to time. In the event of conflict with an Addendum with respect to the terms of this main body of this Agreement, then this Agreement shall govern. 2. Subsequent Extra Work/Other Services. Additional services not initially covered in this Agreement (including the Addendum referenced above) and extra hours will be presented to Client for approval prior to commencement of work ("Extra Work"). Extra Work will be set forth in an amendment to this Agreement signed by the Parties and designated as Addendum C-1, C-2, etc., as applicable, and such Addendum shall become part of this Agreement when executed by both parties. Such addendum will be billed at Contractor's then prevailing hourly rates, which are currently as follows: Content Migration, $85/hr; Graphic Production, $95/hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, HTML Programming, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming, $135/hr; Graphic Design, Training, $125/hr; Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. Client shall be responsible for any or all additional fees including, without limitation: photography, stock images, illustration, fonts, scanning, software, applications, online promotion, marketing, copy writing, redesign, change orders, mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours for support services unrelated to the website being down for more than ten (10) minutes will be subject to a minimum fee of $135. 3. Ownership; Limited Licensing of Intellectual Property. 3.1. Designs. Upon payment in full of the website development fees provided under Addendum A, Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative works for its own use, public display, and use any and all of Contractor's copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts (collectively, the "Contractor Designs") embodied in Client's website, which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this Agreement is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work of authorship by Contractor and that Contractor shall retain all rights, title, and interests therein. Contractor retains its right to use any web pages developed for the Client in any of its own promotional materials as examples of its work. 3.2. Vision Content Management SystemTM. Contractor also grants a limited, non-exclusive, and non-transferrable license for Client to use the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, the 2016-0108 vS/PE 2 VISION INTERNET "VCMS"), and Dynamic and Interactive Components of the VCMS to the extent necessary for the Client's use and operation of its website; provided, Client does not modify the VCMS and maintains a visionLiveTM Subscription in accordance with this Agreement and Addendum B. The VCMS provided under this Agreement is licensed and not sold, and Client understands and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 4. Limited Warranty. If Contractor performs Website Development and/or Custom Programming services, Contractor warrants that the deliverables set forth in Addendum A will be conveyed to Client upon transfer of the website to the production server with a public Internet Protocol address ("Completion"). All programming code developed by Contractor within Addendum A is warranted to be free of any errors or bugs that prevent the code from performing as originally intended ("Warranted Problem") for a period of twelve (12) months from the date of Completion. Contractor will create a backup of the website on the date of Completion. If any Warranted Problem arises while Client or its designee is maintaining the website, Contractor will restore the website back to its condition as it existed at Completion. If Contractor is hosting and/or maintaining the website pursuant to one or more Addendums to this Agreement, Contractor shall restore the website back to its condition as it existed at the day of the most recent backup. Contractor shall provide compiled code upon Client's request. Contractor shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. Except as expressly set forth above, CONTRACTOR MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THERE FROM IS AT CLIENTS OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS. In no event, at any time, shall the aggregate liability of Contractor under this Agreement or otherwise exceed the amount of fees paid by Client to Contractor in the most recent twelve months, and Contractor shall not be responsible for any lost profits or other damages, including indirect, incidental, special, consequential or any other damages, however caused. Contractor does not warrant any connection to, transmission over, nor results of use of, any network connection or facilities provided, nor any third -party applications and software obtained by, for, or on behalf of Client. Contractor assumes no responsibility for any damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of business, mis-deliveries, delays, non -deliveries, access speed, or service interruptions of any kind. Client acknowledges that the information available through the interconnecting networks may not be accurate. Contractor has no ability or authority over the material. In addition, Contractor has no liability for the quality, accuracy, or validity of the data/information gathered from the Internet. Use of information gathered through the use of Contractor services is at the risk of the Client. 5. Rights Regarding Content. Each Party warrants that it holds all rights and/or licenses necessary to display all of the images, data, information or other items supplied by such Party and being displayed on the Client's web pages during the effective period of this Agreement. Contractor agrees that Client will retain ownership of all information and content (including Client provided logos and images) owned exclusively by Client and provided by Client for use on its website. Client shall supply all necessary information to Contractor in a timely manner in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting graphics. Contractor is not responsible for content migrated by Client or any third party. Client expressly authorizes Contractor to display and/or modify any Client supplied images, data, information and other items in connection with the services provided herein. 6. Contractor's Mark. Client agrees that Contractor may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page. 7. Indemnity. 7.1. Indemnification of Contractor. Intentionally omitted. 2016-0108 vS/PE 3 VISI©N' INTERNE T 7.2. Intellectual Property Indemnity. Contractor will defend, hold harmless and indemnify Client against any third -party action, suit, or proceeding ("Claims") for infringement or alleged infringement of any United States' letters patent, trademark, or copyright ("Intellectual Property") contained in Contractor's VCMS provided under this Agreement. Notwithstanding the foregoing, Contractor shall have no defense or indemnity obligations for Intellectual Property modified by a party other than Contractor, for Intellectual Property modified in accordance with Client's specifications or instructions, or Claims of infringement based on Client's other products or other third -party products. 8. Timing.. Estimated times are included for convenience. Actual times will vary depending on Client interaction and participation. However, the Parties agree to reasonably cooperate with one another in all respects including, if applicable, in the construction and design of the website in a timely manner. 9. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States of America, and the State of California, excluding choice of law provisions thereof. Any cause of action of Client with respect to the services provided hereunder must be instituted within one year after the claim or cause of action has arisen or be forever barred. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form ("UCITA"), shall not apply to this Agreement and, to the extent that UCITA is applicable, the parties agree to opt -out of its applicability pursuant to its provisions. In the event a judicial proceeding is necessary, except for permitted equitable relief, the sole forum for resolving disputes arising under or relating to this Agreement are the State and/or federal district courts located in the County of San Diego, State of California, and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in the County of San Diego, State of California. Each party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on grounds of inconvenient forum. Service of process may be made in any manner provided for by applicable law. 10. Modification and Waiver. 10.1. Modification. Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. 10.2. Waiver. The waiver by one Party of any term or condition of this Agreement, or any breach thereof, shall be in writing and shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach. 10.3. Conduct. 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. 11. Confidentiality. Except as permitted by law, Contractor activities and all discussions regarding Client website development, including without limitation demonstrations, know-how, techniques, designs, specifications, drawings, compilations, diagrams, models, samples, flow charts, business, strategic and marketing plans, and other technical, financial or business information of Contractor, shall be treated as confidential and shall not be disclosed to parties other than representatives of Contractor and the authorized representatives of Client, and shall be used only in furtherance of the Services provided under this Agreement, except as otherwise required by law. 12. Authority. With the intent to be legally bound, each of the undersigned hereby covenants and acknowledges that he or she (a) has read each of the terms set forth herein, (b) has the authority to execute this Agreement and each initialed Addendum for such person or entity, and (c) expressly consents and agrees that the entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. 13. Interpretation. It is understood and agreed that if any interpretation is to be made of this 2016-0108 vS/PE 4 Agreement, the same shall not be construed for or against any of the Parties. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and its Addendum(s), the following hierarchy of interpretation shall prevail: 13.1. Addendum E (Client's Terms and Conditions) 13.2. "creating what's next" Agreement Terms and Conditions, including Contractor's AUP 13.3 Addendum A (Website Development Services) and Addendum B (visionLiveTM Subscription Services) 13.4. Addendum C shall prevail against the Agreement Terms and Conditions to the extent of the services provided in that Addendum. 14. Counsel. The Parties have each been advised to seek independent legal counsel in entering into this Agreement and the transactions described herein. In the event a Party chooses not to seek independent legal counsel, that Party does so freely and knowingly and waives any such rights to counsel. As a result, the Parties do not believe that the presumptions of California Civil Code section 1654 relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore the Parties knowingly and freely waive its effects. 15. Prevailing Party. Should a dispute, including but not limited to any litigation or arbitration be commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder, the Party prevailing shall be entitled to reasonable attorney's fees and court and expert costs incurred by reason of such action. 16. Independent Contractor Relationship. The relationship of Contractor, including, without limitation, its employees and subcontractors) with Client is that of an independent contractor and nothing in this Agreement and/or any Addendum shall be construed to create a partnership, joint venture, or employer -employee relationship. Contractor acknowledges and agrees that neither it, nor any of its employees or subcontractors, is or shall be an agent of Client and none of the foregoing is or shall be authorized to make any representation, contract, or commitment on behalf of Client. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. This Agreement becomes effective on the Effective Date. 18. 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 twenty (20) days after occurrence of such cause or event. 19. Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 20. Headings. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement. 21. Survival. The terms and conditions of Sections 4 (Limited Warranty), 7 (Indemnity), 9 (Governing Law & Venue), 11 (Confidentiality), 15 (Prevailing Party), 21 (Survival) and 24 (No Hire) shall survive any termination or expiration of this Agreement. 2016-0108 vS/PE 5 VISION* INTERNE 1 22. Cooperative Programs. Contractor shall agree to offer the prices and terms and conditions offered herein to other state, local, county, education, and municipal government agencies in the United States who wish to participate in a cooperative purchase program with Contractor. 23. No Third -Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns. 24. No Hire. During the period Contractor provides any Services to Client and for one (1) year thereafter, an employee or agent from Client's Management Information System Department shall not directly solicit an employee or contractor persons employed or retained then or within the preceding six (6) months by Contractor (or any of its affiliates), without Contractor's prior written consent in each instance; provided, nothing contained herein shall prevent employment of any person who responds to a general media advertisement or non - directed search inquiry, or who makes an unsolicited contact for employment. 25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party hereto, except that Contractor may assign this Agreement without Client's consent to an "Affiliate" of Contractor or in connection with an acquisition of Contractor, merger (whether Contractor is the surviving or disappearing entity) or consolidation of Contractor with another entity, or in connection with the sale, assignment, or majority transfer of any stock, membership or other ownership interest in Contractor. "Affiliate" shall mean (a) a domestic entity formed, existing and governed pursuant to the laws of one of the fifty (50) states of the United States of America (or the District of Columbia) controlling, controlled by, or under common control with Contractor. 26. Term. This Agreement will remain in effect for 5 years from the Effective Date. Thereafter, it will renew for successive 1 year periods, unless either Party refuses such renewal by written notice 30 or more days before the end of the current term. Client shall permanently delete all copies of the VCMS upon termination of this Agreement. 27. Notices. All notices under this Agreement shall be in writing and effective on the date of delivery if delivered by personal service, Federal Express, or facsimile; or effective three (3) days after deposit in first class U.S. mail, postage prepaid, to each Party as indicated on Page 1 of this Agreement. 28. Invoices. Contractor will submit itemized invoices to Client for the payments required by the applicable Addendum(s), and all invoices will be due and payable within 30 days. Payments not received by Contractor 30 days after the date of the invoice will be considered delinquent. A finance charge of 1.5% per month will apply if full payment is not received 45 days after the date of the invoice. Returned checks are subject to a charge of $25.00. Client agrees to be liable for all costs of collection of any delinquent invoices including, but not limited to, collection agency fees, reasonable attorneys' fees, and court costs. Signatures follow. 2016-0108 vS/PE 6 VISION' NIERNET IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be signed by their duly authorized representatives and given effect as of the "Effective Date" below. CITY OF NATIONAL CITY B VISION TECHNOLOGY SOLUTIONS, LLC (Corporation - signatures of two corporate officers required) (Partnership - one signature) (Sole proprietorship - one signature) Ron Morrison, Mayor By: Dated: March 15, 2016 P•OVED AS 't FORM. 1 7 Atfi,i� 0111I►_ i_ •udia Gacit • Silva • City Attorn-y Addendums: (Name) MI * CL 72 14 64 (Print) UP fix tim,6 (Title) Dated: 3 £ Bv• (Name) /2dwAkC Oil/ay. (Print) r'( tKe alL ! Pr._71e%f (Title) Dated: A Website Development Services (and/or Other Services, if applicable) 8 visionLiveTM Subscription Services C Extra Work (if and when applicable) D Maintenance Services: Not applicable. E Client Terms and Conditions 2016-0108 vS/PE 7 .. /q / 2 01,E VISION' I N T ERNE T Addendum A website platform upgrade services Included Services Pursuant to the terms herein, Contractor agrees to provide website development services as provided below in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Website development services include the following: Navigation and Graphic Design. The Contractor will consult with Client on how to organize Client website content. Based on this consultation, the Contractor will create a custom content migration script to move the content to its new location on the upgraded website, and Contractor will assist in transferring existing content into the new design. The Contractor will then provide Client with one draft homepage design concept via Client -accessible software or as an email attachment ("Delivery"). The Contractor will revise the homepage design concept. After Client reviews the final homepage design concept, the Contractor will provide three interior page designs per standard layouts available through Contractor's template builder and VCMS widget requirements. The Contractor will deliver the following: Custom content migration script One homepage design concept Approved homepage design Up to three interior page templates Vision Content Management System' Interactive Components and Features. The Contractor will implement Client's website using the VCMS. Customization of the VCMS includes the frontend graphic design and layout as well as adding or subtracting fields. The VCMS will be implemented with the components provided under Addendum B. Integration of Third -Party Components and Databases. Not applicable at this time. Additional HTML Template The Contractor will provide Client an HTML template that vendors of third -party components can use. Contractor will also integrate links to these third -party components into the overall website navigation. Additional web -interfaces with third -party databases and systems are outside the scope of work of this Addendum A. 2016-0108 vS/PE 8 VISION' INTERNET Project Notes By initialing, Client acknowledges that Client agrees to and understands the Project Notes Section: Not all functionality from the current content management system will be identical in the new platform. Client -created customizations or integrations to the site files or database will not be duplicated on the new VCMS. Client staff is responsible for identifying any Client -created customizations made and implementing them in the new VCMS. The following component will be duplicated to the new VCMS: o Approval Cycle Contractor will migrate existing content to the new site except for content from the custom components above and from the Form Tool, Polling Tool, Service Requests and Facilities directory. These Tools have been revamped and the Client will need to recreate the content currently used on the website. Website Development Fees Client agrees to pay Contractor for Website Development as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum A for $39,030. Service Website Development Package One day consultation session via remote meeting service Navigation and Graphic Design $31,530 VCMS Custom content migration script One day training session via remote meeting service Content Consulting Standard Package Total $7,500 $39,030 Cost 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Section, and all invoices will be due and payable within 30 days: (a) An initial payment equal to 40% of the total cost; (b) A payment equal to 20% of the total cost upon Contractor's Delivery of the draft homepage design concept to the Client, but no sooner than July 1, 2016, whichever is later; (c) A payment equal to 20% of the total cost upon implementation of the website into the VCMS on a Contractor -hosted development server, but no sooner than July 1, 2016, whichever is later; and (d) A payment equal to 20% of the total cost upon Completion; provided, however that Client has completed training. If Client has not completed training, then Contractor shall invoice Client at the earlier of: (i) completion of training, or (ii) 21 days after Completion. 3. Non -Contractor Hosting. If Contractor is not providing hosting services under Addendum B then, at Client's request, Contractor will assist Client with setting up the website on Client's server. A flat rate of $475 for up to four hours of Technical Support will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any additional work will be billed at the Technical Support hourly rate. 2016-0108 vS/PE 9 VISION' INTERNE T Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the time of Completion of: Firefox, Chrome, and Safari. Website backend will be compatible with Internet Explorer 9, 10, and 11, and the latest released version of Chrome and Firefox at the time of Completion. Website may not be compatible with previous or future versions. Website backend will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS - ASP") interfaced with a database created in Microsoft SQL Server ("MS -SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server"), or later. Responsive Website Design with visionMobile DesignerTM mobile browsers will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer, but may not be compatible with previous or future versions. Client is responsible for the costs of all software licensing. All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein referred to collectively as the "Supported Web Browsers". 2. Client understands and agrees that the website frontend and content migrated by Contractor will be designed to be compliant with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), hereinafter referred to as "Section 508" guidelines on accessibility as follows: Compliance standards will be verified via SortSiteTM to be compliant to automatic checkpoints prior to Completion. Client understands and agrees that website backend and third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by Client or any third party. 2016-0108 vS/PE 10 "VISION INTERNET Addendum B visionLivem subscription services standard edition Subscription Services Pursuant to the terms herein, Contractor agrees to provide Hosting Services, Support Services, and VCMS Licensing Services (collectively "Subscription Services") as provided below. Contractor will provide Subscription Services to the Client in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Hosting Services. Contractor will provide shared website hosting on a Microsoft Windows Server and shared database hosting on a Microsoft SQL Server for one (1) unique VCMS website. The shared server hosting service includes: SOC-certified datacenter Full hardware redundancy Redundant generator backup Daily data backups Intrusion protection 24/7 monitoring 99.9% uptime DDoS mitigation service Up to 50 GB of website content storage Standard disaster recovery service with 90 minute failover Support Services. Support Services is defined as technical support, account management, and education and training for the VCMS. Contractor will provide Support Services to a designated Client account manager, system administrator or webmaster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as Client's website being down for more than ten (10) minutes. Support Services also include: ) Annual dedicated Account Manager ) Account Management* o Annual account reviews (Health Checks) o Annual site analytics report o Annual graphics site audit o Up to 15 hours of site improvement credits** Education and Training o Training and best practices webinars o Access to On -Demand Training Library o On -going new user training (via remote meeting service) o Monthly office hours (via remote meeting service) * Health Checks, Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement and every year thereafter. ** Fifteen site improvement credits will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. 2016-0108 vS/PE 11 VCMS Licensing Services. Contractor will provide a license to the Standard edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: vision ionCMS Site Administration & Security Advanced WYSIWYG Editor In -page Editing User Management & Security Navigation Management Accessibility Features visionMobile Designer Approval Cycle * Mega Menu Designer * Extranet (Password Protected External Content) User Experience & Interactivity Calendar FAQs Facility Directory Staff Directory Service Directory Google Translation Online Form Builder News Postings Job Posts Facilities/Events Registration Online Polling Citizen Request Management Tool Business Directory mplemerdMionfee 2016-0108 vS/PE 12 Standard Edition Noe Noe VISION' INTERNET visionLiv editions RFP Posts Online Payments visionSearch Job Application Manager Outreach, Media & Social Networking eNotification Tool Emergency Alerts RSS Feeds Facebook & Twitter Feed Readers Audio & Video Embedding Photo Gallery & Slide Show One -Click Social Networking Streaming Video Center Developer Features Import/Export APIs Sandbox Test Environment 2016-0108 vS/PE 13 Standard Edition S/f VISION" Additional Interactive Components and Features None VCMS Licensing Services include: Periodic functional enhancements. New visionLiveTM Interactive Components that may be released from time to time by Contractor. Bug fixes to the VCMS code. Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum A) within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. VCMS Licensing Services do not include: Optional Interactive Components. Modules, Programs, or Software Applications. Conversion to new platforms. Modification of third -party products. Compatibility with Client's third -party products. Website design services. All other services not expressly provided for in this Agreement and its applicable Addendum(s). Customizations. The following are customizations provided in Client's project: Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes, alterations or modification requested by the Client to its Website may be subject to a fee to be quoted by a Contractor representative at the time of the request. Client may, at any time, upgrade from its current edition to either a Standard or Plus Edition, as applicable. Client may not, during the Initial Term (defined below) or any renewal term, downgrade from its current edition to either a Standard or Basic Edition, as applicable. Client acknowledges that the Subscription Services may be modified or improved because of the dynamic nature of technology. Contractor may, from time to time, make minor modifications to the Subscription Services, as a whole or any part thereof. Such minor modifications may be implemented at any time and without notice to Client. Continued use of the Subscription Services following any modification shall constitute binding acceptance of the modification. Subscription Fees Rate: All Subscription Services provided for the Client during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $8,000 per year beginning the second year of this Agreement, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices will be due and payable by Client within 30 days. Websites exceeding 50 GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. 2016-0108 vS/PE 14 VIICN Addendum C-1 extra work Included Services Intranet with Responsive Design Contractor will implement the intranet as follows: i Complete main website project Replicate the main website including components such as calendar, news, etc., but excluding optional components that require extra implementation fee Implement the approved Intranet design ? Migrate up to 25 pages Launch the website behind a firewall so as to make it inaccessible from outside Client's internal network'. The Intranet must be hosted on the Client's server according to the specifications provided in this Addendum C-1. RSS viewer widgets can be used to retrieve and display information from the main site, such as news and events, and display them on the Intranet. Any content can be retrieved as long as a RSS feed URL is available. If a website user clicks on one of the news or events items in the RSS viewer, they will be taken to the detailed information on the main website. Please note that items from the Intranet and main site will not be combined into one list. In this approach, the content in the website and the Intranet plus all management tools would be separate. CONTENT SHARING PACKAGE This package allows for content sharing between the main site and the Intranet without the use of RSS viewers. Client can categorize items from the main website for use on both the Client website and Intranet. From the Intranet website, Client can modify widget settings to choose what items to display from the widget. The items from the main site and Intranet will sort together into one list, based on the sorting assigned to that widget. Initially the components that will have content sharing options will be the News, Calendar, Staff Directory and Job Posting components. An icon will indicate which items came from the main website. RESPONSIVE DESIGN WITH VISIONMOBILETM DESIGNER FOR THE INTRANET Contractor will implement Responsive Design for the Intranet website that will display an optimized view of the Intranet for mobile devices. While responsive design will make the website viewable across all devices, Client may need to adjust content for readability and to improve usability on smaller screens. VisionMobileTM Designer enables Client to move, hide and reorder content to create an optimized mobile view of the website. For users to access the Intranet from outside Client's network, they may need to use a VPN to access Client's network prior to accessing the Intranet. 2016-0108 vS/PE 15 Project Notes By initialing, Client acknowledges that Client agrees to and understands the Project Notes Section: Not all functionality from the current content management system will be identical in the new platform. Client -created customizations or integrations to the site files or database will not be duplicated on the new VCMS. Client staff is responsible for identifying any Client -created customizations made and implementing them in the new VCMS. The following components will not be duplicated to the new VCMS: o SearchBlox (replaced with visionSearch) The following components will be duplicated to the new VCMS: o Approval Cycle o Staff Directory - add cell phone field Contractor will migrate existing content to the new site except for content from the custom components above and from the Form Tool, Polling Tool, Service Requests and Facilities directory. These Tools have been revamped and the Client will need to recreate the content currently used on the website. Extra Work Fees Client agrees to pay Contractor as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum for $18,955. 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Addendum, and all invoices will be due and payable by Client within 30 days: (a) (b) An initial payment equal to 50% of the total cost on or before July 31, 2016; and A payment equal to 50% of the total cost 21 days after completion of the services in this Addendum. Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop the Intranet to be compatible with Internet Explorer 9, 10, and 11, and the latest released version of Chrome and Firefox at the time of Completion. Intranet may not be compatible with previous or future versions. Intranet will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS -ASP") interfaced with a database created in Microsoft SQL Server ("MS -SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server"), or later. Responsive Website Design with visionMobile DesignerTM mobile browsers will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer, but may not be compatible with previous or future versions. Client is responsible for the costs of all software licensing. All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein referred to collectively as the "Supported Web Browsers". 2. Client understands and agrees that the Intranet and third party tools may not be Section 508 compliant. 2016-0108 vS/PE 16 VISION* INTERNET Contractor is not responsible for content migrated by Client or any third party. 3. Ownership; Limited Licensing of Intellectual Property. 3.1. Designs. Upon payment in full of the intranet development fees provided under this Addendum C- 1, Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative works for its own use, public display, and use any and all of Contractor's copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts (collectively, the "Contractor Designs") embodied in Client's website, which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this Addendum C-1 is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work of authorship by Contractor and that Contractor shall retain all rights, title, and interests therein. Contractor retains its right to use any web pages developed for the Client in any of its own promotional materials as examples of its work. 3.2. Vision Content Management SystemTM. Contractor also grants a limited, non-exclusive, and non- transferrable license for Client to use the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, the "VCMS"), and Dynamic and Interactive Components of the VCMS to the extent necessary for the Client's use and operation of its website; provided, Client does not modify the VCMS and maintains a visionLiveTM Subscription in accordance with the Agreement and this Addendum C-1. The VCMS provided under this Addendum C-1 is licensed and not sold, and Client understands and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 2016-0108 vS/PE 17 VISION. INTERNET visionLive'M On -Premise subscription services basic edition Subscription Services Pursuant to the terms herein, Contractor agrees to provide Support Services and VCMS Licensing Services, (collectively "Subscription Services") as provided below. Contractor will provide Subscription Services to the Client's Intranet in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Support Services. Support Services is defined as technical support, account management, and education and training for the unmodified VCMS. Contractor will provide Support Services to a designated Client account manager, system administrator or webmaster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as Client's website being down for more than ten (10) minutes. Support Services also include: Account Management o Up to 5 hours of site improvement credits** Education and Training o Training and best practices webinars o Access to On -Demand Training Library ** Five site improvement credits will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. VCMS Licensing Services. Contractor will provide a license to the Basic edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: 2016-0108 vS/PE 18 VISION' vision visionCIVISTm Functionality Site Administration & Security Advanced WYSIWYG Editor In -page Editing User Management & Security Navigation Management Accessibility Features visionMobile Designer Approval Cycle * '7n Extranet (Password Protected External Content) User Experience & Interactivity , Calendar FAQs Facility Directory Staff Directory Service Directory 113 Google Translation Online Form Builder News Postings Job Posts ° Facilities/Events Registration '44.4 Online Polling Ret,i(1, an rroplem,ntati,", Citizen Request Management Tool Business Directory 2016-0108 vS/PE 19 Basic Edition INTERNET vision RFP Posts 1*** *** Online Payments visionSearch Job Application Manager Outreach, Media & Social Networking eNotification Tool Emergency Alerts RSS Feeds ka'71 Facebook & Twitter Feed Readers LLS *** Audio & Video Embedding Photo Gallery & Slide Show One -Click Social Networking ca Streaming Video Center Developer Features Import/Export APIs Sandbox Test Environment 2016-0108 vS/PE 20 Basic Edition VISION' l N T E R N E T Additional Interactive Components and Features Approval Cycle Vision Search VCMS Licensing Services include: Periodic functional enhancements. New visionLiveTM Interactive Components that may be released from time to time by Contractor. Bug fixes to the VCMS code. Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum A) within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. To receive the VCMS Licensing Services, the VCMS code must be unmodified. Client must provide Contractor continual server access to receive Upgrade Services and at no time may Client modify the code. Modification of code may result in files being overwritten. VCMS Licensing Services do not include: Optional Interactive Components. Modules, Programs, or Software Applications. Conversion to new platforms. Modification of third -party products. Compatibility with Client's third -party products. Website design services. All other services not expressly provided for in this Agreement and its applicable Addendum(s). No Hosting Services. Contractor is not providing Hosting Services. Client to provide Hosting Services on its own infrastructure with the following minimum requirements: Web Server Dual processors with quad cores at minimum 2.8 GHz CPU Minimum 6 GB RAM Minimum 40 GB Hard Drive Windows Server 2012 with the latest service pack Database Server Dual processors with quad cores at minimum 2.8 GHz CPU Minimum 8 GB RAM Minimum 80 GB Hard Drive Windows Server 2012 with the latest service pack Microsoft SQL Server 2012 with the latest service pack The Web Server and Database Server ("Servers") can either be separate or reside in the same machine; provided, however, that if the Servers are on the same machine, the minimum requirements are dual processors with Quad cores and at least 2.8 GHz CPU and 8GB RAM. For better performance, we recommend dual processors with Quad cores and 3.0 GHz CPU and above. Except as expressly set forth in this Addendum, it is Client's responsibility to host and maintain the website and make back-ups of all hosted files. Contractor will assist Client with setting up the website on Client server. A flat rate of $475 will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any additional work will be billed at the technical support hourly rate. 2016-0108 vS/PE 21 Customizations. The following are customizations provided in Client's project: None. Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes, alterations or modification requested by the Client to its Website may be subject to a fee to be quoted by a Contractor representative at the time of the request. Client may, at any time, upgrade from its current edition to either a Standard or Plus Edition, as applicable. Client may not, during the Initial Term (defined below) or any renewal term, downgrade from its current edition to either a Standard or Basic Edition, as applicable. Client acknowledges that the Subscription Services may be modified or improved because of the dynamic nature of technology. Contractor may, from time to time, make minor modifications to the Subscription Services, as a whole or any part thereof. Such minor modifications may be implemented at any time and without notice to Client. Continued use of the Subscription Services following any modification shall constitute binding acceptance of the modification. Subscription Fees Rate: All Subscription Services provided for the Client during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $6,700 per year beginning the second year of this Agreement, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices will be due and payable by Client within 30 days. Websites exceeding 15 GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. 2016-0108 vS/PE 22 Intentionally omitted. 2016-0108 vS/PE Addendum D 23 maintenance VIION' N L N E 1 Addendum E client terms and conditions AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND VISION TECHNOLOGY SOLUTIONS, LLC THIS AGREEMENT is entered into this day of 20 , by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and VISION TECHNOLOGY SOLUTIONS, a Limited Liability Corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Website Content Management System upgrade services. WHEREAS, the CITY has determined that the CONSULTANT is a website design company 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 agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. Intentionally omitted. 3. SCOPE OF SERVICES. Intentionally omitted. 2016-0108 vS/PE 24 VISION 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams 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 to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Kristoffer Von Bonsdorff, or his designee, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings as specified in the applicable Addendum(s). The total cost for all work described in Addendum " " shall not exceed the schedule given in Addendum "" (the Base amount) without prior written authorization from the . Compensation and payment shall be distributed as follows: FY FY FY FY FY Service Total Cost 07/15 - 06/16 06-16 - 06/17 06/17 - 06/18 06/18 - 06/19 06/19 - 06/20 Website Development (Addendum A) $39,030 $15,612 $23,418 visionLive for Website (Addendum B) $34,481 $8,000 $8,400 $8,820 9,261 Intranet Development (Addendum C-1) $18,955 $18,9552 visionLive for Intranet (Addendum C-1) $28,878 $6,7003 $7,035 Total $121,344 $15,612 $57,073 $15,435 $7,387 $7,756 $16,207 $17,017 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. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or 2 50% may roll over to Fiscal Year 07/17 — 06/18. 3 First visionLive billing may roll over to Fiscal Year 07/17 — 06/18. 2016-0108 vS/PE 25 VISION" acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. Intentionally omitted. 8. INDEPENDENT CONTRACTOR. 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 employees 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. 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(S) to adhere to the applicable terms of this Agreement. 9. 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. 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 SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 2016-0108 vS/PE 26 VISION' 11. 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. 12. 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. 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 governmental 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. 13. 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, 2016-0108 vS/PE 27 VISION' IN i ERNE T 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. 14. 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 14, 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. 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. 15. 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, suites, 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 out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 2016-0108 vS/PE 28 VISION' INTERNET 16. 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 California 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. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability or Cyber Liability Insurance (errors and omissions) with minimum limits of $1,500,000 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 owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. 2016-0108 vS/PE 29 F. 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 Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current 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" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney'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. 19. 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, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne 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, 2016-0108 vS/PE 30 VISION 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 borne 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. 20. TERMINATION. A. The Subscription Services under Addendum B 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 of Addendum B not for cause (due to Contractor's failure to substantially perform its obligations hereunder) or due to any default of this Agreement or Addendum B by Contractor, City shall not be entitled to a refund of any amounts already paid by Client for those Subscription Services which have yet to be rendered to the City through the year of the effective date of termination. In addition to outstanding amounts owed, the visionLiveTM Subscription Services fee during the year of the effective date of termination shall constitute the only charge upon termination by the City for convenience. 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. Notwithstanding anything to the contrary in this Section 20, City may terminate this Agreement, in whole or in part, for its convenience or without cause if City fails to appropriate funds despite the City's good faith efforts. The City must take all reasonable steps necessary to appropriate the funds to fulfill the requirements of this Agreement by any appropriate means provided by the City's governing laws or procedures. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail 2016-0108 vS/PE 31 VISION' (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 overnight 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) ifgiven bytelex, telecopy, facsimile or fax when sent. Anynotice,request, demand pY> q direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager MIS City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Katrina Bondoc Associate Counsel, Commercial Contracts Vision Technology Solutions, LLC 222 N. Sepulveda Blvd., 15th Floor El Segundo, CA 90245 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, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. 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 2016-0108 vS/PE 32 VISION' INTERNET 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 2016-0108 vS/PE 33 SION a N i E it N E 1 E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. 2016-0108 vS/PE 34 RESOLUTION NO. 2016 — 31 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.220(B) OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIVE-YEAR AGREEMENT WITH VISION TECHNOLOGY SOLUTIONS, LLC, IN THE NOT TO EXCEED AMOUNT OF $121,344.00 TO UPGRADE AND SUPPORT VISION INTERNET WEBSITE CONTENT MANAGEMENT SYSTEM WHEREAS, in 2008, the City of National City upgraded its website and intranet from a static PHP bulletin board style website with limited content management to an Active Server Page (ASP) environment with a distributed content management system (Vision Internet Content Management System ("CMS4")). A distributed content management system provided departments with the capability to manage content on their web pages; and WHEREAS, managing web content no longer requires specialized technical knowledge to manipulate Hyper Text Markup Language (HTML) because anyone familiar with Microsoft Word can be trained to manage content using the Content Management System; and WHEREAS, the CMS4 System, must be updated to meet the interactive and adaptability requirements of modern mobile devices and applications used by the public to access services and information on the City's website; and WHEREAS, because the National City Website and Intranet Content Management System (CMS4) is nearing End of Life and will no longer be supported by the vendor, it is recommended that the City upgrade to the new Vision Internet Website Content Management System ("Vision Live"), which will provide staff with the latest web technology and architecture to communicate and interact with internal and external customers, and enhance the ability of the public to access services and information in the organization via the internet; and WHEREAS, Vision Technology Solutions, LLC, is the sole entity qualified to upgrade the proprietary Vision Internet Website Content Management System; and WHEREAS, pursuant to Section 12.60.220(B) of the National City Municipal Code, the City may dispense with the requirements of the bidding process when the commodity can be obtained by only one source. Sole source procurements may be used when there is only one source from which a particular commodity is available and there is no adequate substitute. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby waives the formal bid process and authorizes the sole source purchase of the new Vision Internet Website Content Management System ("Vision Live") from Vision Technology Solutions, LLC, for the not to exceed amount of $121,344.00 to provide the latest web technology and architecture to communicate and interact with internal and external customers, and enhance the ability of the public to access services and information in the organization via the internet. --- Signature Page to Follow--- Resolution No. 2016 — 31 Page Two PASSED and ADOPTED this 15th day of March, 2016. orris: , Mayor ATTEST: Michael R. Dalla, CClerk ROVED AS TO F S RM: is Gacit City Attorney Passed and adopted by the Council of the City of National City, California, on March 15, 2016 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California /i i Clerk of the City of bona City I City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2016-31 of the City of National City, California, passed and adopted by the Council of said City on March 15, 2016. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA C,610 0 % v i COUNCIL AGENDA STATEMENT MEETING DATE: March 15, 2016 AGENDA ITEM NO. 6 ITEM TITLE: Resolution of the City Council of the City of National City waiving the bid process pursuant to section 2.60.220(b) of the National City Municipal Code and authorizing the Mayor to execute a five year agreement with Vision Technology Solutions, LLC in the total not -to -exceed amount of $121,344.00 to upgrade and support Vision Internet Website Content Management System. PREPARED BY: Ron Williams PHONE: 619-336-4373 EXPLANATION: See Attached DEPARTMENT: A APPROVED BY: istrative Services FINANCIAL STATEMENT: APPROVE' f ,.Ate, Finance ACCOUNT NO. 629-417-082-502-0000 APPROVED: ,#liV Funds appropriated for Fy16 - $30,000. Funds requested for FY17 - $55,000. Future funding will be appropriated for additional fiscal years FY18, and FY19. ENVIRONMENTAL REVIEW: This project is not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends Council waive the formal bidding requirements as allowed in Chapter 2.60.220(b) of the Municipal Code, and award the contract to Vision Technology Solutions, LLC. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Attachment 1: Explanation Attachment 2: Contract �E�ovvZ\0� \-0. rdo\6- 2,j Attachment 1 Explanation In 2008, the City of National City upgraded its website and intranet from a static PHP bulletin board style website with limited content management to an Active Server Page (ASP) environment with a distributed content management system (Vision Internet Content Management System (CMS4)). A distributed content management system provided departments with the capability to manage content on their web pages. Managing web content no longer required specialized technical knowledge to manipulate Hyper Text Markup Language (HTML). Anyone familiar with the Microsoft Word application could be trained to manage content using the Content Management System. Since 2008, there have been many advances in web technology. Some of the new technology has been greatly influenced by the proliferation of tablets and other mobile devices available today. The constant improvements in web browser technology have also contributed to the frequent obsolescence of website architectures. These architectures, such as CMS4, must be updated to meet the interactive and adaptability requirements of modern mobile devices and applications used by the public to access services and information in the organization. The National City Website and Intranet Content Management System (CMS4) is nearing End of Life (EOL) and will no longer be supported by the vendor. Upgrading to the new Vision Internet Website Content Management System (Vision Live) will provide staff with the latest web technology and architecture to communicate and interact with internal and external customers. It will enhance the ability of the public to access services and information in the organization via the internet. It is requested that Council waive the formal bidding requirements as allowed in Chapter 2.60.220(b) of the Municipal Code, and award the contract to Vision Internet for the following reasons: 1. Vision Technology Solutions, LLC is the sole entity qualified to upgrade the proprietary Vision Internet Website Content Management System (CMS4). 2. No further purpose would be served by issuing a formal bid at this point in the process. Attachment 2 for the City of National City Project Name: Vision will perform the following services for the City of National City: Website Development Services visionLiveTm Subscription Services Extra Work Contacts t Name: Ron Williams Te Address: 1243 National City Blvd, National City, CA 91950 Phone: (619)336-4373 Email: Rwilliams@nationalcityca.gov Fax: (619)336-4349 City Contract Cori ) Name: Ron Williams ) Address: 1243 National City Blvd, National City, CA 91950 Phone: (619)336-4373 Email: Rwilliams@nationalcityca.gov Fax: (619)336-4349 Vision Proje ) Name: Kristoffer Von Bonsdorff, or his designee ) Address: 222 N. Sepulveda Blvd., Suite 1500, El Segundo, CA 90245 ) Phone: (310) 656-3100 7t Email: ) Fax: (310) 656-3103 on Contract Contact ) Name: Contract Administrator Address: 222 N. Sepulveda Blvd., Suite 1500, El Segundo, CA 90245 ) Phone: (310) 656-3100 Email: contracts@visionintemet.com Fax: (310) 656-3103 2016-0108 vS/PE 1 terms and conditions This Master Services Agreement ("Agreement") is made and entered into effective as of the date of the last signature below (the "Effective Date") by and between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS ("Contractor"), and the customer which is a signatory hereto ("Client"). Client and Contractor are sometimes individually referred to as a "Party" and collectively as the "Parties." 1. Services. This Agreement (which includes and incorporates the Addendum(s) attached hereto and Contractor's acceptable use policy ("AUP") posted at www.visioninternet.com) sets forth the entire terms and conditions by which Contractor will deliver and Client will receive any and all of the services provided by Contractor, including one or more of the following: website development, visionLivensA subscription services, maintenance services, and/or other extra work and services (collectively, the "Services") and supersedes all other written or oral agreements, proposals or understandings with regard to the Services provided for herein. This Agreement is intended to cover any and all Services ordered by Client and provided by Contractor. Contractor will provide Services to Client as requested by Client and as set forth in the applicable Addendum(s) in exchange for payment of related fees specified in such Addendum(s), and compliance with the terms and conditions of this Agreement, and compliance with Contractor's AUP as such policy may change from time to time. In the event of conflict with an Addendum with respect to the terms of this main body of this Agreement, then this Agreement shall govern. 2. Subsequent Extra Work/Other Services. Additional services not initially covered in this Agreement (including the Addendum referenced above) and extra hours will be presented to Client for approval prior to commencement of work ("Extra Work"). Extra Work will be set forth in an amendment to this Agreement signed by the Parties and designated as Addendum C-1, C-2, etc., as applicable, and such Addendum shall become part of this Agreement when executed by both parties. Such addendum will be billed at Contractor's then prevailing hourly rates, which are currently as follows: Content Migration, $85/hr; Graphic Production, $95/hr; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, HTML Programming, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming, $135/hr; Graphic Design, Training, $125/hr; Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. Client shall be responsible for any or all additional fees including, without limitation: photography, stock images, illustration, fonts, scanning, software, applications, online promotion, marketing, copy writing, redesign, change orders, mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours for support services unrelated to the website being down for more than ten (10) minutes will be subject to a minimum fee of $135. 3. Ownership; Limited Licensing of Intellectual Property. 3.1. Designs. Upon payment in full of the website development fees provided under Addendum A, Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative works for its own use, public display, and use any and all of Contractor's copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts (collectively, the "Contractor Designs") embodied in Client's website, which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this Agreement is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work of authorship by Contractor and that Contractor shall retain all rights, title, and interests therein. Contractor retains its right to use any web pages developed for the Client in any of its own promotional materials as examples of its work. 3.2. Vision Content Management Systems"'. Contractor also grants a limited, non-exclusive, and non-transferrable license for Client to use the Vision Content Management SystemiM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, the 2016-0108 vS/PE VISION "VCMS"), and Dynamic and Interactive Components of the VCMS to the extent necessary for the Client's use and operation of its website; provided, Client does not modify the VCMS and maintains a visionLiveTM Subscription in accordance with this Agreement and Addendum B. The VCMS provided under this Agreement is licensed and not sold, and Client understands and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 4. Limited Warranty. If Contractor performs Website Development and/or Custom Programming services, Contractor warrants that the deliverables set forth in Addendum A will be conveyed to Client upon transfer of the website to the production server with a public Internet Protocol address ("Completion"). All programming code developed by Contractor within Addendum A is warranted to be free of any errors or bugs that prevent the code from performing as originally intended ("Warranted Problem") for a period of twelve (12) months from the date of Completion. Contractor will create a backup of the website on the date of Completion. If any Warranted Problem arises while Client or its designee is maintaining the website, Contractor will restore the website back to its condition as it existed at Completion. If Contractor is hosting and/or maintaining the website pursuant to one or more Addendums to this Agreement, Contractor shall restore the website back to its condition as it existed at the day of the most recent backup. Contractor shall provide compiled code upon Client's request. Contractor shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. Except as expressly set forth above, CONTRACTOR MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THERE FROM IS AT CLIENTS OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS. In no event, at any time, shall the aggregate liability of Contractor under this Agreement or otherwise exceed the amount of fees paid by Client to Contractor in the most recent twelve months, and Contractor shall not be responsible for any lost profits or other damages, including indirect, incidental, special, consequential or any other damages, however caused. Contractor does not warrant any connection to, transmission over, nor results of use of, any network connection or facilities provided, nor any third -party applications and software obtained by, for, or on behalf of Client. Contractor assumes no responsibility for any damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of business, mis-deliveries, delays, non -deliveries, access speed, or service interruptions of any kind. Client acknowledges that the information available through the interconnecting networks may not be accurate. Contractor has no ability or authority over the material. In addition, Contractor has no liability for the quality, accuracy, or validity of the data/information gathered from the Internet. Use of information gathered through the use of Contractor services is at the risk of the Client. 5. Rights Regarding Content. Each Party warrants that it holds all rights and/or licenses necessary to display all of the images, data, information or other items supplied by such Party and being displayed on the Client's web pages during the effective period of this Agreement. Contractor agrees that Client will retain ownership of all information and content (including Client provided logos and images) owned exclusively by Client and provided by Client for use on its website. Client shall supply all necessary information to Contractor in a timely manner in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting graphics. Contractor is not responsible for content migrated by Client or any third party. Client expressly authorizes Contractor to display and/or modify any Client supplied images, data, information and other items in connection with the services provided herein. 6. Contractor's Mark. Client agrees that Contractor may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page. 7. Indemnity. 7.1. Indemnification of Contractor. Intentionally omitted. 2016-0108 vS/PE 3 7.2. Intellectual Property Indemnity. Contractor will defend, hold harmless and indemnify Client against any third -party action, suit, or proceeding ("Claims") for infringement or alleged infringement of any United States' letters patent, trademark, or copyright ("Intellectual Property") contained in Contractor's VCMS provided under this Agreement. Notwithstanding the foregoing, Contractor shall have no defense or indemnity obligations for Intellectual Property modified by a party other than Contractor, for Intellectual Property modified in accordance with Client's specifications or instructions, or Claims of infringement based on Client's other products or other third -party products. 8. Timing. Estimated times are included for convenience. Actual times will vary depending on Client interaction and participation. However, the Parties agree to reasonably cooperate with one another in all respects including, if applicable, in the construction and design of the website in a timely manner. 9. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States of America, and the State of California, excluding choice of law provisions thereof. Any cause of action of Client with respect to the services provided hereunder must be instituted within one year after the claim or cause of action has arisen or be forever barred. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form ("UCITA"), shall not apply to this Agreement and, to the extent that UCITA is applicable, the parties agree to opt -out of its applicability pursuant to its provisions. In the event a judicial proceeding is necessary, except for permitted equitable relief, the sole forum for resolving disputes arising under or relating to this Agreement ore the State and/or federal district courts located in the County of San Diego, State of California, and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in the County of San Diego, State of California. Each party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on grounds of inconvenient forum. Service of process may be made in any manner provided for by applicable law. 10. Modification and Waiver. 10.1. Modification. Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. 10.2. Waiver. The waiver by one Party of any term or condition of this Agreement, or any breach thereof, shall be in writing and shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach. 10.3. Conduct. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement, except as expressly staled herein. 11. Confidentiality. Except as permitted by law, Contractor activities and all discussions regarding Client website development, including without limitation demonstrations, know-how, techniques, designs, specifications, drawings, compilations, diagrams, models, samples, flow charts, business, strategic and marketing plans, and other technical, financial or business information of Contractor, shall be treated as confidential and shall not be disclosed to parties other than representatives of Contractor and the authorized representatives of Client, and shall be used only in furtherance of the Services provided under this Agreement, except as otherwise required by law. 12. Authority. With the intent to be legally bound, each of the undersigned hereby covenants and acknowledges that he or she (a) has read each of the terms set forth herein, (b) has the authority to execute this Agreement and each initialed Addendum for such person or entity, and (c) expressly consents and agrees that the entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. 13. Interpretation. It is understood and agreed that if any interpretation is to be made of this 2016-0108 vS/PE 4 Agreement, the same shall not be construed for or against any of the Parties. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and its Addendum(s), the following hierarchy of interpretation shall prevail: 13.1. Addendum E (Client's Terms and Conditions) 13.2. "creating what's next" Agreement Terms and Conditions, including Contractor's AUP 13.3 Addendum A (Website Development Services) and Addendum B (visionLiveTM Subscription Services) 13.4. Addendum C shall prevail against the Agreement Terms and Conditions to the extent of the services provided in that Addendum. 14. Counsel. The Parties have each been advised to seek independent legal counsel in entering into this Agreement and the transactions described herein. In the event a Party chooses not to seek independent legal counsel, that Party does so freely and knowingly and waives any such rights to counsel. As a result, the Parties do not believe that the presumptions of California Civil Code section 1654 relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore the Parties knowingly and freely waive its effects. 15. Prevailing Party. Should a dispute, including but not limited to any litigation or arbitration be commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder, the Party prevailing shall be entitled to reasonable attorney's fees and court and expert costs incurred by reason of such action. 16. Independent Contractor Relationship. The relationship of Contractor, including, without limitation, its employees and subcontractors) with Client is that of an independent contractor and nothing in this Agreement and/or any Addendum shall be construed to create a partnership, joint venture, or employer -employee relationship. Contractor acknowledges and agrees that neither it, nor any of its employees or subcontractors, is or shall be an agent of Client and none of the foregoing is or shall be authorized to make any representation, contract, or commitment on behalf of Client. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. This Agreement becomes effective on the Effective Date. 18. 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 twenty (20) days after occurrence of such cause or event. 19. Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 20. Headings. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and dre not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement. 21. Survival. The terms and conditions of Sections 4 (Limited Warranty), 7 (Indemnity), 9 (Governing Law & Venue), 11 (Confidentiality), 15 (Prevailing Party), 21 (Survival) and 24 (No Hire) shall survive any termination or expiration of this Agreement. 2016-0108 vS/PE 5 22. Cooperative Programs. Contractor shall agree to offer the prices and terms and conditions offered herein to other state, local, county, education, and municipal government agencies in the United States who wish to participate in a cooperative purchase program with Contractor. 23. No Third -Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns. 24. No Hire. During the period Contractor provides any Services to Client and for one (1) year thereafter, an employee or agent from Client's Management Information System Department shall not directly solicit an employee or contractor persons employed or retained then or within the preceding six (6) months by Contractor (or any of its affiliates), without Contractor's prior written consent in each instance; provided, nothing contained herein shall prevent employment of any person who responds to a general media advertisement or non - directed search inquiry, or who makes an unsolicited contact for employment. 25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party hereto, except that Contractor may assign this Agreement without Client's consent to an "Affiliate" of Contractor or in connection with an acquisition of Contractor, merger (whether Contractor is the surviving or disappearing entity) or consolidation of Contractor with another entity, or in connection with the sale, assignment, or majority transfer of any stock, membership or other ownership interest in Contractor. "Affiliate" shall mean (a) a domestic entity formed, existing and governed pursuant to the laws of one of the fifty (50) states of the United States of America (or the District of Columbia) controlling, controlled by, or under common control with Contractor. 26. Term. This Agreement will remain in effect for 5 years from the Effective Date. Thereafter, it will renew for successive 1 year periods, unless either Party refuses such renewal by written notice 30 or more days before the end of the current term. Client shall permanently delete all copies of the VCMS upon termination of this Agreement. 27. Notices. All notices under this Agreement shall be in writing and effective on the date of delivery if delivered by personal service, Federal Express, or facsimile; or effective three (3) days after deposit in first class U.S. mail, postage prepaid, to each Party as indicated on Page 1 of this Agreement. 28. Invoices. Contractor will submit itemized invoices to Client for the payments required by the applicable Addendum(s), and all invoices will be due and payable within 30 days. Payments not received by Contractor 30 days after the date of the invoice will be considered delinquent. A finance charge of 1,5% per month will apply if full payment is not received 45 days after the date of the invoice. Returned checks are subject to a charge of $25.00, Client agrees to be liable for all costs of collection of any delinquent invoices including, but not limited to, collection agency fees, reasonable attorneys' fees, and court costs. Signatures follow. 2016-0108 vS/PE 6 VISION IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be signed by their duly authorized representatives and given effect as of the "Effective Date" below. CITY OF NATIONAL CITY By: Ron Morrison, Mayor Dated: APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Addendums: VISION TECHNOLOGY SOLUTIONS, LLC (Corporation - signatures of two corporate officers required) (Partnership - one signature) (Sole proprietorship - one signature) t/4046t- 78/11 64 (Print) p (Title) Dated: By: 3 4 (Name) fr fike (Print) (Yhrf tKeath,,Pr //747frc (Title) Dated: A Website Development Services (ondiar Other Services it applicable) 8 visionL lye"' Subscripiiaii Services C Extra Work (it and when opaticdolel D Maintenance Services: Not applicable E Client -terms and Conditions 2016-0108 vS/PE 7 5/4117 v4 VISION N Addendum A website platform upgrade services Included Services Pursuant to the terms herein, Contractor agrees to provide website development services as provided below in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Website development services include the following: Navigation and Graphic Design. The Contractor will consult with Client on how to organize Client website content. Based on this consultation, the Contractor will create a custom content migration script to move the content to its new location on the upgraded website, and Contractor will assist in transferring existing content into the new design. The Contractor will then provide Client with one draft homepage design concept via Client -accessible software or as an email attachment ("Delivery"). The Contractor will revise the homepage design concept. After Client reviews the final homepage design concept, the Contractor will provide three interior page designs per standard layouts available through Contractor's template builder and VCMS widget requirements. The Contractor will deliver the following: Custom content migration script One homepage design concept Approved homepage design Up to three interior page templates Vision Content Management System' Interactive Components and Features. The Contractor will implement Client's website using the VCMS. Customization of the VCMS includes the frontend graphic design and layout as well as adding or subtracting fields. The VCMS will be implemented with the components provided under Addendum B. Integration of Third -Party Components and Databases. Not applicable at this time. Additional HTML Template The Contractor will provide Client an HTML template that vendors of third -party components can use. Contractor will also integrate links to these third -party components into the overall website navigation. Additional web -interfaces with third -party databases and systems are outside the scope of work of this Addendum A. 2016-0108 vS/PE 8 VISION" Project Notes By initialing, Client acknowledges that Client agrees to and understands the Project Notes Section: Not all functionality from the current content management system will be identical in the new platform. Client -created customizations or integrations to the site files or database will not be duplicated on the new VCMS. Client staff is responsible for identifying any Client -created customizations made and implementing them in the new VCMS. The following component will be duplicated to the new VCMS: o Approval Cycle Contractor will migrate existing content to the new site except for content from the custom components above and from the Form Tool, Polling Tool, Service Requests and Facilities directory. These Tools have been revamped and the Client will need to recreate the content currently used on the website. Website Development Fees Client agrees to pay Contractor for Website Development as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum A for $39,030. Service Website Development Package ) One day consultation session via remote meeting service Navigation and Graphic Design ) VCMS ) Custom content migration script One day training session via remote meeting service Content Consulting Standard Package Total $31,530 $7,500 $39,030 Cost 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Section, and all invoices will be due and payable within 30 days: (a) An initial payment equal to 40% of the total cost; (b) A payment equal to 20% of the total cost upon Contractor's Delivery of the draft homepage design concept to the Client, but no sooner than July 1, 2016, whichever is later; (c) A payment equal to 20% of the total cost upon implementation of the website into the VCMS on a Contractor -hosted development server, but no sooner than July 1, 2016, whichever is later; and (d) A payment equal to 20% of the total cost upon Completion; provided, however that Client has completed training. If Client has not completed training, then Contractor shall invoice Client at the earlier of: (i) completion of training, or (ii) 21 days after Completion. 3. Non -Contractor Hosting. If Contractor is not providing hosting services under Addendum B then, at Client's request, Contractor will assist Client with setting up the website on Client's server. A flat rate of $475 for up to four hours of Technical Support will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any additional work will be billed at the Technical Support hourly rate. 2016-010e vS/PE 9 VISION' Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the time of Completion of: Firefox, Chrome, and Safari. Website backend will be compatible with Internet Explorer 9, 10, and 11, and the latest released version of Chrome and Firefox at the time of Completion. Website may not be compatible with previous or future versions. Website backend will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS - ASP") interfaced with a database created in Microsoft SQL Server ("MS -SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server"), or later. Responsive Website Design with visionMobile DesignerTM mobile browsers will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer, but may not be compatible with previous or future versions. Client is responsible for the costs of all software licensing. All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein referred to collectively as the "Supported Web Browsers". 2. Client understands and agrees that the website frontend and content migrated by Contractor will be designed to be compliant with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), hereinafter referred to as "Section 508" guidelines on accessibility as follows: Compliance standards will be verified via SortSiteTM to be compliant to automatic checkpoints prior to Completion. Client understands and agrees that website backend and third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by Client or any third party. 2016-0108 vS/PE 10 Addendum B visionLive' subscription services standard edition Subscription Services Pursuant to the terms herein, Contractor agrees to provide Hosting Services, Support Services, and VCMS Licensing Services {collectively "Subscription Services") as provided below. Contractor will provide Subscription Services to the Client in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Hosting Services. Contractor will provide shared website hosting on a Microsoft Windows Server and shared database hosting on a Microsoft SQL Server for one (1) unique VCMS website. The shared server hosting service includes: SOC-certified datacenter ) Full hardware redundancy ) Redundant generator backup ) Daily data backups Intrusion protection ) 24/7 monitoring ) 99.9% uptime ) DDoS mitigation service • Up to 50 GB of website content storage ) Standard disaster recovery service with 90 minute failover Support Services. Support Services is defined as technical support, account management, and education and training for the VCMS. Contractor will provide Support Services to a designated Client account manager, system administrator or webmoster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as Client's website being down for more than ten (10) minutes. Support Services also include: Annual dedicated Account Manager Account Management* o Annual account reviews (Health Checks) o Annual site analytics report o Annual graphics site audit o Up to 15 hours of site improvement credits** Education and Training o Training and best practices webinars o Access to On -Demand Training Library o On -going new user training (via remote meeting service) o Monthly office hours (via remote meeting service) * Health Checks, Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement and every year thereafter. ** Fifteen site improvement credits will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. 2016-0108 vS/PE 11 VISION' N VCMS Licensing Services. Contractor will provide a license to the Standard edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: vIslonL4 fe- editions, Site Administration & Security Advanced WYSIWYG Editor In -page Editing User Management & Security Navigation Management Accessibility Features visionMobile Designer Approval Cycle " Mega Menu Designer * net (Password Protected External Content) User Experience & Interactivity Calendar FAQs g rh Facility Directory Staff Directory Service Directory Google Translation Online Form Builder News Postings Job Posts Facilities/Events Registration Online Polling Citizen Request Management Tool Business Directory H .Irarr[•s ,�n plenw.nfMinn toe 2016-0108 vS/PE 12 Standard Edition vision! edition:.. RFP Posts Online Payments visionSearch Job Application Manager Outreach, Media & Social Networking eNotification Tool Emergency Alerts RSS Feeds Facebook & Twitter Feed Readers Audio & Video Embedding to Photo Gallery & Slide Show One -Click Social Networking Streaming Video Center Developer Features Import/Export APIs Sandbox Test Environment 2016-01oe vS/PE 13 Standard Edition `✓ VISION Additional Interactive Components and features None VCMS Licensing Services include: Periodic functional enhancements. New visionLivem' Interactive Components that may be released from time to time by Contractor. Bug fixes to the VCMS code. Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum A) within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. VCMS Licensing Services do not include: Optional Interactive Components. Modules, Programs, or Software Applications. Conversion to new platforms. Modification of third -party products. Compatibility with Client's third -party products. Website design services. All other services not expressly provided for in this Agreement and its applicable Addendum(s). Customizations. The following are customizations provided in Client's project: Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes, alterations or modification requested by the Client to its Website may be subject to a fee to be quoted by a Contractor representative at the time of the request. Client may, at any time, upgrade from its current edition to either a Standard or Plus Edition, as applicable. Client may not, during the Initial Term (defined below) or any renewal term, downgrade from its current edition to either a Standard or Basic Edition, as applicable. Client acknowledges that the Subscription Services may be modified or improved because of the dynamic nature of technology. Contractor may, from time to time, make minor modifications to the Subscription Services, as a whole or any part thereof. Such minor modifications may be implemented at any time and without notice to Client. Continued use of the Subscription Services following any modification shall constitute binding acceptance of the modification. Subscription Fees Rate: All Subscription Services provided for the Client during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $8,000 per year beginning the second year of this Agreement, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices will be due and payable by Client within 30 days. Websites exceeding 50 GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. 2016-0108 vS/PE 14 Addendum C-1 extra work Included Services Intranet with Responsive Design Contractor will implement the intranet as follows: Complete main website project Replicate the main website including components such as calendar, news, etc., but excluding optional components that require extra implementation fee Implement the approved Intranet design Migrate up to 25 pages Launch the website behind a firewall so as to make it inaccessible from outside Client's internal network'. The Intranet must be hosted on the Client's server according to the specifications provided in this Addendum C-1. RSS viewer widgets can be used to retrieve and display information from the main site, such as news and events, and display them on the Intranet. Any content can be retrieved as long as a RSS feed URL is available. If a website user clicks on one of the news or events items in the RSS viewer, they will be token to the detailed information on the main website. Please note that items from the Intranet and main site will not be combined into one list. In this approach, the content in the website and the Intranet plus all management tools would be separate. CONTENT SHARING PACKAGE This package allows for content sharing between the main site and the Intranet without the use of RSS viewers. Client can categorize items from the main website for use on both the Client website and Intranet. From the Intranet website, Client can modify widget settings to choose what items to display from the widget. The items from the main site and Intranet will sort together into one list, based on the sorting assigned to that widget. Initially the components that will have content sharing options will be the News, Calendar, Staff Directory and Job Posting components. An icon will indicate which items came from the main website. RESPONSIVE DESIGN WITH VISIONMOBILETM DESIGNER FOR THE INTRANET Contractor will implement Responsive Design for the Intranet website that will display an optimized view of the Intranet for mobile devices. While responsive design will make the website viewable across all devices, Client may need to adjust content for readability and to improve usability on smaller screens. VisionMobileTM Designer enables Client to move, hide and reorder content to create an optimized mobile view of the website. For users to access the Intranet from outside Client's network, they may need to use a VPN to access Client's network prior to accessing the Intranet. 2016-0108 vs/PE 15 Protect rotes By initialing, Client acknowledges that Client agrees to and understands the Project Notes Section: Not all functionality from the current content management system will be identical in the new platform. Client -created customizations or integrations to the site files or database wit not be duplicated on the new VCMS. Client staff is responsible for identifying any Client -created customizations made and implementing them in the new VCMS. The following components will not be duplicated to the new VCMS: o SearchBlox (replaced with visionSearch) The following components will be duplicated to the new VCMS: o Approval Cycle o Staff Directory - add cell phone field Contractor will migrate existing content to the new site except for content from the custom components above and from the Form Tool, Polling Tool, Service Requests and Facilities directory. These Tools have been revamped and the Client will need to recreate the content currently used on the website. Extra Work Fees Client agrees to pay Contractor as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum for $18,955. 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Addendum, and all invoices will be due and payable by Client within 30 days: (0) (b) An initial payment equal to 50% of the total cost on or before July 31, 2016; and A payment equal to 50% of the total cost 21 days after completion of the services in this Addendum. Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop the Intranet to be compatible with Internet Explorer 9, 10, and 11, and the latest released version of Chrome and Firefox at the time of Completion. Intranet may not be compatible with previous or future versions. Intranet will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS -ASP") interfaced with a database created in Microsoft SQL Server ("MS -SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server"), or later. Responsive Website Design with visionMobile Designer'^^ mobile browsers will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer, but may not be compatible with previous or future versions. Client is responsible for the costs of all software licensing. All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein referred to collectively as the "Supported Web Browsers". 2. Client understands and agrees that the Intranet and third party tools may not be Section 508 compliant. 2016-0108 vS/PE 16 Contractor is not responsible for content migrated by Client or any third party. 3. Ownership; Limited Licensing of Intellectual Property. 3.1. Designs. Upon payment in full of the intranet development fees provided under this Addendum C- 1, Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative works for its own use, public display, and use any and all of Contractor's copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts (collectively, the "Contractor Designs") embodied in Client's website, which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this Addendum C-1 is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work of authorship by Contractor and that Contractor shall retain all rights, title, and interests therein. Contractor retains its right to use any web pages developed for the Client in any of its own promotional materials as examples of its work. 3.2. Vision Content Management Systemw. Contractor also grants a limited, non-exclusive, and non- transferrable license for Client to use the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, the "VCMS"), and Dynamic and Interactive Components of the VCMS to the extent necessary for the Client's use and operation of its website; provided, Client does not modify the VCMS and maintains a visionLiveTM Subscription in accordance with the Agreement and this Addendum C-1. The VCMS provided under this Addendum C-1 is licensed and not sold, and Client understands and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 2016-0106 vSIPE 17 visionLive'" On -Premise subscription services basic edition Subscription Services Pursuant to the terms herein, Contractor agrees to provide Support Services and VCMS Licensing Services, (collectively "Subscription Services") as provided below. Contractor will provide Subscription Services to the Client's Intranet in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Support Services. Support Services is defined as technical support, account management, and education and training for the unmodified VCMS. Contractor will provide Support Services to a designated Client account manager, system administrator or webmaster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as Client's website being down for more than ten (10) minutes. Support Services also include: Account Management o Up to 5 hours of site improvement credits** Education and Training o Training and best practices webinars o Access to On -Demand Training Library ** Five site improvement credits will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. VCMS Licensing Services. Contractor will provide a license to the Basic edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: 2016-0108 vS/PE 18 VISION" N vision. n:( Orr' 03. 14* Site Administration & Security Basic Edition Advanced WYSIWYG Editor Nee In -page Editing N.0/ rr: User Management & Security Se/ Navigation Management Noe Accessibility Features visionMobile Designer Ne' Approval Cycle • Mega Menu Designer IPT Extranet (Password Protected External Content) User Experience & Interactivity 0,„tth, Calendar Nee • FACIs 61!, Facility Directory NI' Staff Directory %/f Service Directory soof Google -translation Nee Online Form Builder Ne' IfF71 News Postings see Job Posts •/' Facilities/Events Registration Online Polling Citizen Request Management Tool • Business Directory 2016-0108 VS/PE 19 VISION' vision RFP Posts '0; Online Payments visionSearch Job Application Manager Outreach, Media & Social Networking eNotification Tool A, Emergency Alerts RSS Feeds Facebook & Twitter Feed Readers 7,2 Audio & Video Embedding Photo Gallery & Slide Show One -Click Social Networking !!:Ca Streaming Video Center Developer Features Import/Export APIs Sandbox Test Environment 2016-0108 vS/PE 20 Basic Edition 'VISION Additional Interactive Components and Features Approval Cycle Vision Search VCMS Licensing Services include: Periodic functional enhancements. New visionLivelM Interactive Components that may be released from time to time by Contractor. Bug fixes to the VCMS code. Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum A) within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. To receive the VCMS Licensing Services, the VCMS code must be unmodified. Client must provide Contractor continual server access to receive Upgrade Services and at no time may Client modify the code. Modification of code may result in files being overwritten. VCMS Licensing Services do not include: Optional Interactive Components. Modules, Programs, or Software Applications. ) Conversion to new platforms. 1 Modification of third -party products. ) Compatibility with Client's third -party products. f Website design services. • All other services not expressly provided for in this Agreement and its applicable Addendum(s). No Hosting Services. Contractor is not providing Hosting Services. Client to provide Hosting Services on its own infrastructure with the following minimum requirements: Web Server } Dual processors with quad cores at minimum 2.8 GHz CPU 3 Minimum 6 GB RAM 1 Minimum 40 GB Hard Drive Windows Server 2012 with the latest service pack Database Server Dual processors with quad cores at minimum 2.8 GHz CPU Minimum 8 GB RAM Minimum 80 GB Hard Drive Windows Server 2012 with the latest service pack Microsoft SQL Server 2012 with the latest service pack The Web Server and Database Server ("Servers") can either be separate or reside in the same machine; provided, however, that if the Servers are on the same machine, the minimum requirements are dual processors with Quad cores and at least 2.8 GHz CPU and 8GB RAM. For better performance, we recommend dual processors with Quad cores and 3.0 GHz CPU and above. Except as expressly set forth in this Addendum, it is Client's responsibility to host and maintain the website and make back-ups of all hosted files. Contractor will assist Client with setting up the website on Client server. A flat rate of $475 will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any additional work will be billed at the technical support hourly rate. 2016-0108 vS/PE Z1 Customizations. The following are customizations provided in Client's project: None. Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes, alterations or modification requested by the Client to its Website may be subject to a fee 10 be quoted by a Contractor representative at the time of the request. Client may, at any time, upgrade from its current edition to either a Standard or Plus Edition, as applicable. Client may not, during the Initial Term (defined below) or any renewal term, downgrade from its current edition to either a Standard or Basic Edition, as applicable. Client acknowledges that the Subscription Services may be modified or improved because of the dynamic nature of technology. Contractor may, from time to time, make minor modifications to the Subscription Services, as a whole or any part thereof. Such minor modifications may be implemented at any time and without notice to Client. Continued use of the Subscription Services following any modification shall constitute binding acceptance of the modification. Subscription Fees Rate: All Subscription Services provided for the Client during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $6,700 per year beginning the second year of this Agreement, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices will be due and payable by Client within 30 days. Websites exceeding 15 GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. 2016-0108 v5/PE 22 VISION Intentionally omitted. 2016-0108 vS/PE Addendum D 23 maintenance VISION* t h: 7 E R N E 1 Addendum E client terms and conditions AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND VISION TECHNOLOGY SOLUTIONS, LLC THIS AGREEMENT is entered into this I5th day of March, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and VISION TECHNOLOGY SOLUTIONS, a Limited Liability Corporation (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide Website Content Management System upgrade services. WHEREAS, the CITY has determined that the CONSULTANT is a website design company 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 agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. Intentionally omitted. 3. SCOPE OF SERVICES. Intentionally omitted. 2016-0108 -S/PE 24 4. PROJECT COORDINATION AND SUPERVISION. Ron Williams 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 to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Kristoffer Von Bonsdorff, or his designee, thereby is designated as the Project Director for the CONSULTANT. 5. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings as specified in the applicable Addendum(s). The total cost for all work described in Addendum " " shall not exceed the schedule given in Addendum " " (the Base amount) without prior written authorization from the . Compensation and payment shall be distributed as follows: FY FY FY FY FY Service Total Cost 07/15 - 06/16 06-16 - 06/17 06/17 - 06/18 06/18 - 06/19 06/19 - 06/20 Website Development (Addendum A) $39,030 $15,612 $23,418 visionLive for Website (Addendum 8) $34,481 $8,000 $8,400 $8,820 9,261 Intranet Development (Addendum C-1) $18,955 $18,9552 visionLive for Intranet (Addendum C-1 Total ) $28,878 $6,7003 $7,035 $7,387 $7,756 $121,344 $15,612 $57,073 $15,435 - ---- $16,207 $17,017 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. 6. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or 2 50% may roll over to Fiscal Year 07/17 - 06/18. 3 First visionLive billing may roll over to Fiscal Year 07/17 - 06/18. 2016-0108 vS/PE 25 VISION• INTERNET acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. Intentionally omitted. 8. INDEPENDENT CONTRACTOR. 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 employees 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. 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(S) to adhere to the applicable terms of this Agreement. 9. 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 or the CONSULTANT'S agents, servants, or employees are not 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 CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. 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 SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 2016-0108 VS/PE 26 VISION' I n E RNET 11. 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. 12. 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. 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 governmental 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. 13. 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, 2016-0108 vS/PE 27 VISION' NET N 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. 14. 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 14, 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. 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. 15. 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, suites, 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 out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 2016-0108 vS/PE 28 VISION' INTERNE' 16. 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 California 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. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability or Cyber Liability Insurance (errors and omissions) with minimum limits of $1,500,000 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 owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $3,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of 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. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. 2016-0108 vS/PE 29 VISION' INTERNE1' F. 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 Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current 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" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney'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. 19. 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, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne 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, 2016-0108 vS/PE 30 N T E R N c T, 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 borne 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. 20. TERMINATION. A. The Subscription Services under Addendum B 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 of Addendum B not for cause (due to Contractor's failure to substantially perform its obligations hereunder) or due to any default of this Agreement or Addendum B by Contractor, City shall not be entitled to a refund of any amounts already paid by Client for those Subscription Services which have yet to be rendered to the City through the year of the effective date of termination. In addition to outstanding amounts owed, the visionLiveTM Subscription Services fee during the year of the effective date of termination shall constitute the only charge upon termination by the City for convenience. 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. Notwithstanding anything to the contrary in this Section 20, City may terminate this Agreement, in whole or in part, for its convenience or without cause if City fails to appropriate funds despite the City's good faith efforts. The City must take all reasonable steps necessary to appropriate the funds to fulfill the requirements of this Agreement by any appropriate means provided by the City's governing laws or procedures. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail 2016-0108 vS/PE 31 VISION' INTERNET (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 overnight 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 CITY: Ron Williams IT Manager MIS City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Katrina Bondoc Associate Counsel, Commercial Contracts Vision Technology Solutions, LLC 222 N. Sepulveda Blvd., 15`h Floor El Segundo, CA 90245 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, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. 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 2016-0108 vS/PE 32 VISION' N L TJ E 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 2016-0108 vS/PE 33 VISION* ION" f NE R N E T E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. 2016-0108 vS/PE 34 RESOLUTION NO. 2016 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.220(B) OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING THE MAYOR TO EXECUTE A FIVE-YEAR AGREEMENT WITH VISION TECHNOLOGY SOLUTIONS, LLC, IN THE NOT TO EXCEED AMOUNT OF $121,344.00 TO UPGRADE AND SUPPORT VISION INTERNET WEBSITE CONTENT MANAGEMENT SYSTEM WHEREAS, in 2008, the City of National City upgraded its website and intranet from a static PHP bulletin board style website with limited content management to an Active Server Page (ASP) environment with a distributed content management system (Vision Internet Content Management System ("CMS4")). A distributed content management system provided departments with the capability to manage content on their web pages; and WHEREAS, managing web content no longer requires specialized technical knowledge to manipulate Hyper Text Markup Language (HTML) because anyone familiar with Microsoft Word can be trained to manage content using the Content Management System; and WHEREAS, the CMS4 System, must be updated to meet the interactive and adaptability requirements of modern mobile devices and applications used by the public to access services and information on the City's website; and WHEREAS, because the National City Website and Intranet Content Management System (CMS4) is nearing End of Life and will no longer be supported by the vendor, it is recommended that the City upgrade to the new Vision Internet Website Content Management System ("Vision Live"), which will provide staff with the latest web technology and architecture to communicate and interact with internal and external customers, and enhance the ability of the public to access services and information in the organization via the Internet; and WHEREAS, pursuant to Section 2.60.220(B) of the National City Municipal Code, the City may dispense with the bidding requirements when the commodity can be obtained by only one source. Vision Technology Solutions, LLC, is the sole entity qualified to upgrade the proprietary Vision Internet Website Content Management System. Sole source procurement is appropriate in this instance because Vision Technology Solutions, LLC, is the only source that can upgrade the software and there is no adequate substitute. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby waives the formal bid process and authorizes the sole source purchase of the new Vision Internet Website Content Management System ("Vision Live") from Vision Technology Solutions, LLC, for the not to exceed amount of $121,344.00 to provide the latest web technology and architecture to communicate and interact with internal and external customers, and enhance the ability of the public to access services and information in the organization via the internet. --- Signature Page to Follow--- Resolution No. 2016 — Page Two PASSED and ADOPTED this 15th day of March, 2016. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk March 22, 2016 Mr. Kristoffer Von Bonsdorff Vision Technology Solutions 222 N. Sepulveda Blvd., Suite 1500 El Segundo, CA 90245 Dear Mr. Von Bonsdorff, On March 15th, 2016, Resolution No. 2016-31 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Vision Technology Solutions. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, Aga..ale eitt Michael R. Dalla, CMC City Clerk Enclosures