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HomeMy WebLinkAboutC-2701VISION I N T E R N E T Addendum #1 -210 -7C I-/ This Addendum #1 ( "Addendum ") specifies additional work to the City of Arcadia Professional Services Agreement Regarding Website Development/Redesign /Content Management System Upgrade dated March 7, 2012 ( "Agreement "). City of Arcadia, CA ( "Client ") desires Vision Technology Solutions, LLC dba Vision Internet Providers ( "Contractor ") to perform work specified in Addendum #1 Scope of Services ( "Scope "), attached hereto and incorporated herein by this reference. 1. Price: Contractor agrees to perform work in Scope for $2,420. A. Client agrees to pay Contractor in full upon execution of Addendum. 2. All other terms and conditions of the Agreement shall remain in full force and effect. AGREED: CITY OF ARCADIA, CA DATE: NvL-. ZS ,ZDP By. Print Named L 2.Twu -rc�, Print Title VISION TECHNOLOGY SOLUTIONS, LLC DBA VISION INTERNET PROVIDERS DATE: 4f By: David M. Nachman, Chief Executive Officer Client's Initials' Contractor's Initials Page 1 YISION Addendum #1 Scope of Services Additional Design Work Contractor will provide one additional homepage design concept for the Client's website. This additional homepage design concept is in addition to any previously agreed upon as a part of the Agreement. Project Notes N/A Contact Questions regarding the above mentioned item can be referred to Project Manager Tom Johnson. Client's Init ali s� —� Contractor's Initials. Page 2 1106-do 6—,e4-7 6! CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING WEBSITE DEVELOPMENT /REDESIGN /CONTENT MANAGEMENT SYSTEM UPGRADE 1. PARTIES AND DATE. This Agreement is made and entered into this day of 04aA 2012 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Vision Internet Providers Inc., a California corporation with its principal place of business at 2530 Wilshire Boulevard, 2nd Floor, Santa Monica, CA 90403 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing website development and maintenance services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Upgrade and Redesign of the City of Arcadia Website project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional website and content management consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. I 3.1.2 Term. The term of this Agreement shall be from January 2012 until the Project is completed, unless earlier terminated as provided herein. Consultant shall complete the Services within the timeframe noted on Exhibit B, or as agreed upon by the City and Consultant. Both Parties agree to reasonably cooperate with one another in the construction and design of the website in a timely manner. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 City's Representative. The City hereby designates Linda Garcia, Communications, Marketing and Special Projects Manager, or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or her designee. 3.2.5 Consultant's Representative. Consultant will designate a Project Manager at the start of the project to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this 2 Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.8 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.8.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to 3 indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.9 Insurance. 3.2.9.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. 3.2.9.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The City, its directors, officials, officers, employees, agents and volunteers shall be listed as additional insured. Any deductibles or self- insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.9.6 herein. 4 (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.9.3 Professional Liability. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.9.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. E (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, of cancellation or intended non - renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.9.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.9.6 Deductibles and Self- Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.9.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do business in California, and satisfactory to the City. 3.2.9.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City, if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.9.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its n Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.9.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $34,970.00 without the written approval of the City Manager. Extra work may be authorized as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City statements according to the payment schedule in Exhibit "C" Compensation. City shall review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. In the event this Agreement is terminated without cause, the City shall pay Consultant for all services performed to the date of termination, if the termination is not due to any default of this Agreement by Consultant. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Exhibit "C." 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Vision Internet Providers, Inc. 2530 Wilshire Boulevard, 2nd Floor Santa Monica, CA 90403 Attn: Steven Chapin, President (310) 656 -3103 City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: Linda Garcia, Communications, Marketing and Special Projects Manager Such notice shall be deemed made when personally delivered or when mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for the City to copy, use or modify for its own use, any and all copyrights, designs and other intellectual property embodied in this website, which are prepared or caused to be prepared by Consultant under this Agreement. Notwithstanding anything to the contrary in any of the Agreement documents, the City understands and agrees that Consultant shall retain all right, title and interest to the Vision Content Management System (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool), and Dynamic and Interactive components. Subject to the immediately preceding sentence, City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and E agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. IN 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity; 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. 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall II have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. In witness whereof the parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA Donald Penman City Manager Dated: Mwz� '2012 12 VISION INTERNET PROVIDERS, INC. S yen Ch pin President / Dated: oZ l �" �''� , 2012 ATTEST: q—" , voll / — � i " I rpmilubliff Li Id ! -- APPROVED AS TO FORM: LAi& 0 6t—vz��i Stephen P. Deitsch City Attorney 13 Dated: ALA -] _, 2012 Dated: lk4AJ 6 , 2012 EXHIBIT "A" SCOPE OF SERVICES Following is the Scope of Work for the City of Arcadia's ( "City ") website development to be performed by Vision Internet ( "Consultant "). The project will include: • Sitemap changes /reorganization Consultant will work with the City to make changes to the existing City website sitemap /navigation and reorganize pages on said website. One on -site meeting with City staff is included. • Graphic redesign Consultant will create an entirely new look and feel for the City of Arcadia website. This includes a new homepage layout optimized for a wider screen (1,024 x 768 pixels), with more dynamic elements on the homepage such as news and calendar event listings. Consultant will first work with the City to create a new homepage layout wireframe. Then, Consultant will provide the City with one homepage design concept and make revisions to that concept until the City is satisfied. Once finalized, the design for the interior website page templates will be based on the approved homepage design. • Vision Content Management System Upgrade Consultant will upgrade the City's content management system to version CMS 5. Consultant will also migrate existing content as part of the project. Included in the upgrade are: • "Bookmark and share" link on web pages • Community spotlight on homepage • Rotating homepage banner • Emergency homepage alert • Google translation link • Anti -spam reCAPTCHA for eNotifier subscription form and online forms • Friendly URL Manager • Updated Net 3.5 framework (faster performance) • RSS feeds and RSS feed display component • Feedback form • New back -end system reports • Enhanced CSS site menu • YouTube video gallery page • GovBlog (news view) • Event Agenda /Minutes Center A -1 • Business Directory • Photo Gallery • Services Directory • E- Notification • Form /Survey Tool • Photo Gallery with Flash view • RFP postings • Job postings • Dynamic Department homepages • Access to edit website header and footer links ( "hidden pages ") • On -site training Consultant will include three full days of on -site training for City staff. The days may be scheduled as full days separately over a period of time in order to make it easier to arrange for City staff attendance. Additional Terms and Conditions Consultant shall provide at no charge, monthly website maintenance and updates for up to three hours each month for a period of three months commencing on the date of the website launch. Maintenance beyond three hours per month in the first three months is optional. Optional services and maintenance after the first three months are considered Extra Work as described in Exhibit C. City shall supply all information to Consultant in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and pre- existing graphics. City understands and agrees that Consultant will develop website frontend to be compatible with Internet Explorer 8.0 and 9.0 and Firefox 4.0. Website backend will be compatible with Internet Explorer 8.0 and 9.0. Website may not be compatible with previous or future versions. Website will be optimized for 1024 x 768 pixels resolution or above. City understands and agrees that the website will be developed with Hypertext Markup Language ( "HTML "), JavaScript, and Microsoft ASP.NET ( "MS- ASP ") interfaced with a database created in Microsoft SQL Server 2008 R2 ( "MS- SQL "). City understands and agrees that the website is developed to run on a Microsoft Windows Server 2008 R2 ( "MS- Server "). visionMobileTM, if provided under this Agreement, will be compatible with iPhone OS Safari 4, Android Chrome 4, Windows Mobile OS IE 6, BlackBerry Browser 4.5 and 5.0, Opera Mini 4 and 5, and Palm webOS. visionMobileTM may not be compatible with previous or future versions. visionMobileTM, if provided under this Agreement, shall include "Powered by Vision Internet" in the footer and always be linked to a Consultant web page. City is responsible for the costs of all software licensing. City understands and agrees that the website frontend will be designed to be compliant with Section 508 guidelines on accessibility. Content migrated into the website by Consultant will also be compliant. Compliance standards will be verified via Watchfire's A -1 BobbyTM software prior to Completion. City understands and agrees that website backend and third party tools may not be Section 508 compliant. Consultant does warrant that all of the deliverables included in this Agreement will be conveyed to City. All programming code developed by Consultant within the project is warranted for a period of twelve (12) months from the date of the completion of the website ( "Completion "). Consultant will create a backup of the website on the date of Completion. If any warranted problem arises while City or its designee is maintaining the website, Consultant will restore the website back to its condition as it existed at Completion. If Consultant is maintaining and hosting the website, Consultant shall restore the website back to its condition as it existed at the day of the most recent backup. Consultant shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. Except as expressly set forth in the immediately preceding paragraph, CONSULTANT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE WHATSOEVER. In no event, at any time, shall the aggregate liability of Contractor exceed the amount of fees paid by City to Contractor and Contractor shall not be responsible for any lost profits or other damages, including direct, indirect, incidental, special, consequential or any other damages, however caused. Consultant does not warrant any results from the use of any web pages created under this Agreement, including but not limited to, the number of page or site visitations, download speed, database performance, or the number of hits or impressions. Although Consultant may offer an opinion about possible results regarding the subject matter of this Agreement, Consultant cannot guarantee any particular result. City acknowledges that Consultant has made no promises about the outcome and that any opinion offered by Consultant in the future will not constitute a guarantee. Consultant may use any web pages developed for the City in its own promotional materials as examples of its work. City agrees that Consultant may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Consultant's footer text credit shall be linked to a Consultant web page. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages during the effective period of this Agreement. City expressly authorizes Consultant to display and /or modify any City supplied images, data, information and other items in connection with the services provided herein. City agrees to use the website in strict accordance with, but not limited to, all local, state, and federal laws. City hereby agrees that any text, data, graphics, or any other material published by City on its website is free from violation of or infringement upon copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others, and is free from obscenity or libel. A-1 Exhibit "B" SCHEDULE OF SERVICES Estimated times are included for convenience. Actual times will vary depending on City /Consultant interaction and participation. Both parties agree to reasonably cooperate with one another in the construction and design of the website in a timely manner. The information below shows the possible schedule and key deliverables /milestones for the City of Arcadia Website Project: Vision Stage 2 -4 weeks Initial kick -off call Survey preparation and review Review project goals and timeline Concept Stage 2 -3 weeks Sitemap changes Homepage layout wireframe Design Stage 2 -4 weeks Homepage design and interior template design Custom icons, buttons, screen elements and backgrounds Development Stage 4 -5 weeks Implementation of design on development server Upgrade of CMS on development server Quality Assurance and Training Stage 1 -2 weeks Final review and testing Training Soft Launch and Final Launch 1 -2 weeks Move new site to production server The schedule may vary largely depending on participant decision times. Exhibit "C" COMPENSATION Consultant agrees to perform website development as described in Exhibit "A" at the price of $34,970.00. City agrees to pay Consultant as follows: 1. An initial payment equal to 20% of the total cost 2. A payment equal to 20% of the total cost upon City approval of the homepage wireframe 3. A payment equal to 20% of the total cost upon City approval of homepage design comp 4. A payment equal to 20% of the total cost upon implementation of the Vision Content Management System on the Consultant's server 5. A payment equal to 20% of the total cost upon completion of the website and City approval EXTRA WORK Additional services not covered in this Agreement and extra hours will be presented to the City for approval prior to commencement of work ( "Extra Work "). Extra Work will be billed at the Consultant's prevailing hourly rates, which are currently as follows: Content Migration, $85 /hour; Graphic Production, $95 /hour; Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, HTML Programming, $105 /hour; Consulting, Project Management, Database Design, Dynamic Programming, $135 /hour; Graphic Design, Training, $125 /hour. Straight flatbed scanning will be billed at $10 per scan. Touch -up work to images will be billed at the Graphic Design hourly rate. City shall be responsible for any or all additional fees including photography, stock images, illustration, fonts, scanning, software, applications, online promotion, marketing, copywriting, redesign, change orders, mailings, and fees to any third party vendors if applicable. C-1