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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.
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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
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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
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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.
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(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.
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(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
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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
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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.
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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
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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:
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APPROVED AS TO FORM:
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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
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• 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
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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.
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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.
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