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HomeMy WebLinkAboutIT16-142 - Extension - Vision Internet - Content Management System (CMS) Replacement Project - 03/29/2017 �Y�fl ���idAlll� �❑��❑�o/ KENT Recc-) rds M W Y.5pl f W 4'T O N ��� �/� 11, CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Fume: Vision Internet Vendor Number: 1233359 3D Edwards Number Contract Number: Using Prior# IT16-142- 00 This is assigned by City Clerk's Office Project Dame: Content Management System - VisionL.ive Subscription Services Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment Fl Contract ❑ Other: Contract Effective Date: 04/01/17 Termination [gate: 03/31/18 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager: Curt Ryser Department: Information Technology Contract Amount: $10,450.00 Approval Authority: Z Department Director ❑ Mayor ❑ City Council Detail: (i.e. address, location, parcel number, tax id, etc.) As of 08/27/4 4 Vision Technology Solutions, LLC INVOICE DBA Vision Internet Providers DATE INVOICE NO, 222 N. Sepulveda Blvd., Suite 1500 - - ---] El Segundo, CA 90245 3/10/2017 34382 CLIENT BILL TO Lynnette Smith City of Kent Information Technology Department 220 4th Ave. S Kent,WA 98032 REF. NO. TERMS Due on receipt ITEM DESCRIPTION PERIOD OTY RATE AMOUNT Basic Subscription visionLive Subscription Services 3/29/17-3/28/18 1 9,500.00 9,500.00 Agreement-Annual fee Thank you for your business. Please remit to above address. Total $9,500.00 I'D fey Phone# &X� 310-656 3100 Ext.... � $ \ $ \ L k 't 7 2 m o cu $ § S � $ CD FEE o x U) k \ © 0 0 0 0 0 O @0 ? o ■ o C14m w % co ko � (0 � co 2 § � � 2 0 � 2 / k 04E = 0 2 0 ■ � 3 �2 � � ■ o 2 -0 -E2 04 O O O > 5N T 0 L @ c L. 2 § 2 0 g CL � co co k 4- W m \ & 5 0 2 2 E 0 U) G L � � � � =30 \ C> § k > S \ U � < < N — m � _9 33 a k k Q o (l) o � r- ® 0 CL 2 ) N m 2 � 2 / / / 0 A \� $ ° 70 / E > @ / > § @ @ -0 s n 2f � 2 ■ � O \ # k0 § ?/ ca � E �( 0 o C k E @ » o @ o § � k � 0N < o E cL � % » / 0 2f7 � [ / / £ $ CL m � k2 � / ? 22 -j — « NISI for the CyofKent �, l%/�i�//ii//r/'r/1r,,!'/,u/1 j//I r// (.% ,-i ��.„�� ,r / ,(! �/✓%�1 I ,s ,,, �P � / l/�. I!1 d�- ( � /�-�r�i� . i,Ir,✓i , �!i!, /,/%i,,,,!� ryi�r�2�iG���✓��,,,,,%/�ru�1G���„Gi1��1i �e��i,r/Oa,,/�/l�ia1 ������1rl�U�a� r /,�r9� ,1� „� r_ Vision will perform the following services for the City of Kent! `A+ebsite Development Services visionLiveTM Subscription ServoCes Contacts r, / ,,,.,/•: ,,.s._ .0 e..(rri�/��r.�f �. � �.�. /, /r',�i/// �l. (rC ,l �711,I ! �./ ,.�!/,,,�� i/r... ri 7` /� rr//,� / � � /,�/� I, fir✓ /� / r/ / Nome: Address: Phone: Email: Fax: .,r/ 1, !r r. s ,I ///r. ri%Y/� r..../�� /U �./!//.r , �r�1J- �. / ,r ,, ,,.r, :1�/ ����V'.�.✓l��r,�''/„ull����.�ar/�/�ir,r� .. Name: Address: Phone: t Email: Fax: rr� r rT, r<,,- _1 rl, /r,,..,,lr,,,,/ /rll r/r, r/, r �i/11,, ,// ✓d r��J,i r/ry, � ��//i, f J� �' ��-��Gf; /r��rY� r, r/ /rr, a /ri/r � /i/ �//� �! ✓�i / r l� / / ✓1/�� r?�"� � �/'. �l�r!/�,��/i�/i��c/ //.,,/,.,,ri,�!r��,r;,,//rA�%%/%.riG/Gi,/i✓/i/,/�i��,,,Gi„v���r��1-,r�r��///„i!/�,�f,,,rrr�i/,/J!/1J)A,i��//�/��f,�i/ilf��,9,,/Cn�����1,�� Name: Kristoffer Von Bonsdorff, or his designee Address:22.2 N.Sepulveda Blvd., Suite 1500„ EW Segundo, CA 90245 Phone: (310) 656-3100 Email: Fax: (310) 656-3103 ,,.. r,..✓,it �.. / � �/ r...r 9 / 1.,..i. ,. ,., / / .. r r r ,/ ,✓ -,. ,,.,. r, ,,. a r� a, w• rr r.., / �// I / ,r / , ,�/ /r.� r /. / / ,�, r � /,..,.,,,,. ,._. v ,. r .✓, r :a. /..: /i /r ll v, r / �r /.l r r � �r ,, r r Name: Contract Administrator Address: 222 N.Sepulveda Blvd.,Suite 1500, El Segundo, CA 90245 Phone: (310) 656-3100 Email: contracts@visioninternet.com Fax: (310) 656-3103 2026-0208 vS/PE 1. k . �" YISION terms and conditions This Master Services Agreement ("Agreement") is made and entered into effective as of the date of the last signature below (the "Effective Date") by and between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS ("Contractor"), and the customer which is a signatory hereto ("Client"). Client and Contractor are sometimes individually referred to as a "Party"and collectively as the "Parties." 1. Services. This Agreement (which includes and incorporates the Addendum(s) attached hereto and Contractor's acceptable use policy ("AUP") posted at www.visioninternet.com) sets forth the entire terms and conditions by which Contractor will deliver and Client will receive any and all of the services provided by Contractor, including one or more of the following: website development, visionLiveTM subscription services, maintenance services, and/or other extra work and services (collectively, the "Services") and supersedes all other written or oral agreements, proposals or understandings with regard to the Services provided for herein. This Agreement is intended to cover any and all Services ordered by Client and provided by Contractor. Contractor will provide Services to Client as requested by Client and as set forth in the applicable Addendum(s) in exchange for payment of related fees specified in such Addendum(s), and compliance with the terms and conditions of this Agreement, and compliance with Contractor's AUP as such policy may change from time to time. In the event of conflict with an Addendum with respect to the terms of this main body of this Agreement,then this Agreement shall govern. 2. Subseauent Extra Work/Other Services. Additional services not initially covered in this Agreement (including the Addendum referenced above) and extra hours will be presented to Client for approval prior to commencement of work ("Extra Work"). Extra Work will be set forth in an amendment to this Agreement signed by the Parties and designated as Addendum C-1, C=2 etc., as applicable, and such Addendum shall become part of this Agreement when executed by both parties.Such addendum will be billed at Contractor's then prevailing hourly rates, which are currently as follows: Content Migration, $85/hr, Graphic Production, $95/hr, Quality Assurance, Testing, Debugging, Technical Support, Webmaster Services, HTML Programming, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming, $135/hr; Graphic Design, Training, $125/hr: Straight flatbed scanning will be billed at $10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate. Client shall be responsible for any or all additional fees including, without limitation: photography, stock images, illustration, fonts, scanning,software,applications,online promotion,marketing,copy writing,redesign, change orders, mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours for support services unrelated to the website being down for more than ten (10) minutes will be subject to a minimum fee of$135. 3. Ownership,• Limited Licensing of Intellectual Property. 3.1. Designs. Upon payment in full of the website development fees provided under Addendum A, Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative works for its own use, public display, and use any and all of Contractor's copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s) interior page layouts (collectively, the "Contractor Designs") embodied in Client's website, which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this Agreement is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work of authorship by Contractor and that Contractor shall retain all rights, title, and interests therein. Contractor retains its right to use any web pages developed for the Client in any of its own promotional materials as examples of its work. 3.2. Vision Content Management SvstemT^". Contractor also grants a limited, non-exclusive, and non-transferrable license for Client to use the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, the 2016-0108 vS/PE 2 k I "VCMS"), and Dynamic and Interactive Components of the VCMS to the extent necessary for the Client's use and operation of its website; provided, Client does not modify the VCMS and maintains a visionLiveTM Subscription in accordance with this Agreement and Addendum B. The VCMS provided under this Agreement is licens6d and not sold, and Client understands and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 4. Limited Warranty. If Contractor performs Website Development and/or Custom Programming services, Contractor warrants that the deliverables set forth in Addendum A will be conveyed to Client upon transfer of the website to the production server with a public Internet Protocol address ("Completion"). All programming code developed by Contractor within Addendum A is warranted to be free of any errors or bugs that prevent the code from performing as originally intended ("Warranted Problem") for a period of twelve (12) months from the date of Completion. Contractor will create a backup of the website on the date of Completion. If any Warranted Problem arises while Client or its designee is maintaining the website, Contractor will restore the website back to its condition as it existed at Completion. If Contractor is hosting and/or maintaining the website pursuant to one or more Addendums to this Agreement, Contractor shall restore the website back to its condition as it existed at the day of the most recent backup. Contractor shall provide compiled code upon Client's request. Contractor shall only be responsible for any costs associated with correcting any unmodified programming code during this twelve (12) month period following the Completion. Except as expressly set forth above, CONTRACTOR MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THERE FROM IS AT CLIENT'S OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS. In consideration of Contractor's warranty promises, Contractor's aggregate liability under this Agreement or otherwise shall not exceed the amount of $117,776, and Contractor shall not be responsible for any lost profits or other damages, including indirect, incidental, special, consequential or any other damages, however caused. Contractor does not warrant any connection to, transmission over,nor results of use of, any network connection or facilities provided, nor any third-party applications and software obtained by, for,or on behalf of Client. Except to the extent directly arising out of Contractor's intentional misconduct or failure to perform obligations under this Agreement, Contractor assumes no responsibility for any damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of business, mis-deliveries, delays, non-deliveries, access speed, or service interruptions of any kind. Client acknowledges that the information available through the interconnecting networks may not be accurate. Contractor has no ability or authority over the material. In addition, Contractor has no liability for the quality, accuracy, or validity of the data/information gathered from the Internet- Use of information gathered through the use of Contractor services is at the risk of the Client. Notwithstanding the foregoing,there shall be no limitation whatsoever on Contractor's liability in connection with its indemnity obligations, personal injury or willful, intentional destruction of property, and the foregoing shall not preclude claims up to the full amount payable under the insurance requirements of this Agreement. 5. Rights Regarding Content. Each Party warrants that it holds all rights and/or licenses necessary to display all of the images, data, information or other items supplied by such Party and being displayed on the Client's web pages during the effective period of this Agreement. Contractor agrees that Client will retain ownership of all information and content (including Client provided logos and images) owned exclusively by Client and provided by Client for use on its website. Client shall supply all necessary information to Contractor in a timely manner in digital format including without limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting graphics. Contractor is not responsible for content migrated by Client or any third party. Client expressly authorizes Contractor to display and/or modify any Client supplied images, data, information and other items in connection with the services provided herein. 6. Contractor's Mark. Client agrees that Contractor may place in the website Tooter an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page_ 2016-0108 vS/PE 3 IM S IONR 7. Indemni . 7.1. Indemnification of Contractor.Client will defend, hold harmless,and indemnify Contractor, its officers, directors, shareholders, employees, and agents from and against all Costs resulting from any claim of injury to person, damages to property, or monetary damages arising out of Client's negligence or intentional misconduct or failure to perform obligations under this Agreement. 7.2. Intellectual Property Indemnity. Contractor will defend, hold harmless and indemnify Client against any third-party action, suit, or proceeding ("Claims") for infringement or alleged infringement of any United States' letters patent, trademark, or copyright ("Intellectual Property") contained in Contractor's VCMS provided under this Agreement. Notwithstanding the foregoing, Contractor shall have no defense or indemnity obligations for Intellectual Property modified by a party other than Contractor, for Intellectual Property modified in accordance with Client's specifications or instructions, or Claims of infringement based on Client's other products or other third-party products. 7.3. Indemnification of Client.Contractor will defend, hold harmless, and indemnify Client, its officers,directors,shareholders,employees,and agents from and against all Costs resulting from any claim of injury to person, damages to property, or monetary damages arising out of Contractor's negligence or intentional misconduct or failure to perform obligations under this Agreement. 8. Timing. Estimated times are included for convenience. Actual times will vary depending on Client interaction and participation. However, the Parties agree to reasonably cooperate with one another in all respects including,if applicable,in the construction and design of the website in a timely manner. 9. Governina Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the United States of America, and the State of Washington, excluding choice of law provisions thereof. Any cause of action of Client with respect to the services provided hereunder must be instituted within three years after the claim or cause of action has arisen or be forever barred. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form ("UCITA"), shall not apply to this Agreement and, to the extent that UCITA is applicable, the parties agree to opt-out of its applicability pursuant to its provisions. In the event a judicial proceeding is necessary, except for permitted equitable relief, the sole forum for resolving disputes arising under or relating to this Agreement are the State and/or federal district courts located in King County, State of Washington, and all related appellate courts, and the parties hereby consent to the jurisdiction of such courts, and that venue shall be in King County, State of Washington. Each party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on grounds of inconvenient forum. Service of process may be made in any manner provided for by applicable law. 10. Modification and Waiver. 10.1. Modification. Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. 10.2. Waiver. The waiver by one Party of any term or condition of this Agreement, or any breach thereof,shall be in writing and shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach. 10.3. Conduct. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions of this Agreement,except as expressly stated herein. 11. Confidentiality. Except as permitted by law, Contractor activities and ail discussions regarding Client website development, including without limitation demonstrations, know-how, techniques, designs, specifications, drawings, compilations, diagrams, models, samples, flow charts, business, strategic and marketing 2016-0108 v5/PE 4 V I S I ON" ^b ' ''4 , E k -N it plans, and other technical,financial or business information of Contractor, shall be treated as confidential and shall not be disclosed to parties other than representatives of Contractor and the authorized representatives of Client, and shall be used only in furtherance of the Services provided under this Agreement. 12. Authority. With the intent to be legally bound, each of the undersigned hereby covenants and acknowledges that he or she (a) has read each of the terms set forth herein, (b) has the authority to execute this Agreement and each initialed Addendum for such person or entity, and (c) expressly consents and agrees that the entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. 13. Interpretation. It is understood and agreed that if any interpretation is to be made of this Agreement, the some shall not be construed for or against any of the Parties. 14. Counsel. The Parties have each been advised to seek independent legal counsel in entering into this Agreement and the transactions described herein. In the event a Party chooses not to seek independent legal counsel, that Party does so freely and knowingly and waives any such rights to counsel. 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. 15. Attorney Fees. Should a dispute, including but not limited to any litigation or arbitration be commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder, each Party shall be responsible to pay all its attorney's fees and court and expert costs incurred by reason of such action. 16. Independent Contractor Relationship. The relationship of Contractor, including, without limitation, its employees and subcontractors) with Client is that of an independent contractor and nothing in this Agreement and/or any Addendum shall be construed to create a partnership, joint venture, or employer-employee relationship. Contractor acknowledges and agrees that neither it, nor any of its employees or subcontractors, is or shall be an agent of Client and none of the foregoing is or shall be authorized to make any representation, contract, or commitment on behalf of Client. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same Agreement. 18. Force Maieure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack not caused, issued or transmitted by or through Contractor's software or services provided under this Agreement; any earthquake;any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days affer occurrence of such cause or event. 19. Severability. If any portion of this Agreement is declared invalid,illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect. 20. Headings. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any consideration in the construction of this Agreement. 21. Survival. The terms and conditions of Sections 4 (Limited Warranty), 7.2 (Intellectual Property Indemnity), 9 (Governing Law & Venue), 11 (Confidentiality), 15 (Attomey Fees), 21 (Survival) and 24 (No Hire) shall survive any termination or expiration of this Agreement. 2016-0108 vS/PE 5 At;4VISION" 22. Cooperative Programs. Contractor shall agree to offer the prices and terms and conditions offered herein to other state, local, county, education, and municipal government agencies in the United States who wish to participate in a cooperative purchase program with Contractor. 23. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns. 24. No Hire. During the period Contractor provides any Services to Client and for one (1) year thereafter, Client shall not, directly or indirectly, solicit or offer to hire, hire, or retain as an employee or contractor persons employed or retained then or within the preceding six (6) months by Contractor (or any of its affiliates), without Contractor's prior written consent in each instance; provided, nothing contained herein shall prevent employment of any person who responds to a general media advertisement or non-directed search inquiry,or who makes an unsolicited contact for employment. If Client violates this Section and hires or retains any such person(s), then Client shall immediately pay to Contractor, as liquidated damages, an amount equal to the annual gross compensation (including all salary,commissions, and bonuses, whether paid in cash, equity or otherwise) paid to or earned by the applicable person(s) in the preceding twelve-month period. 25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns_ No Party may assign either this Agreement or any of its rights,interests or obligations hereunder without the prior written approval of the other Party hereto, except that Contractor may assign this Agreement without Client's consent to an "Affiliate" of Contractor or in connection with an acquisition of Contractor, merger (whether Contractor is the surviving or disappearing entity) or consolidation of Contractor with another entity, or in connection with the sale, assignment, or majority transfer of any stock, membership or other ownership interest in Contractor. "Affiliate" shall mean (a) a domestic entity formed, existing and governed pursuant to the laws of one of the fifty (50) states of the United States of America (or the District of Columbia) controlling, controlled by, or under common control with Contractor. Contractor shall notify Client of an assignment to Contractor's Affiliate within a reasonable time after such assignment. 26. Term. This Agreement will remain in effect for 5 years from the Effective Date. Thereafter, it will renew for successive 1 year periods, unless either Party refuses such renewal by written notice 30 or more days before the end of the current term. Client shall permanently delete all copies of the VCMS upon termination of this Agreement. 27. Notices. All notices under this Agreement shall be in writing and effective on the date of delivery if delivered by personal service, Federal Express, or facsimile; or effective three (3) days after deposit in first class U.S. mail, postage prepaid,to each Party as indicated on Page 1 of this Agreement. 28. Invoices. Contractor will submit itemized invoices to Client for the payments required by the applicable Addendum(s), and all invoices will be due and payable within 30 days. Payments not received by Contractor 30 days after the date of the invoice will be considered delinquent. Returned checks are subject to a charge of$25.00. Client agrees to be liable for all costs of collection of any delinquent invoices including, but not limited to,collection agency fees, reasonable attorneys' fees, and court costs. 29. Insurance. During the term of this Agreement, including any extensions, Contractor shall provide insurance of the type and in the amounts described on Exhibit A-1. Signatures follow. 2016-0108 vS/PE 6 A, . sVISION' IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be signed by their duly authorized representatives and given effect as of the "Effective Date"below. "Client" "Contractor" CITY OF KENT VISION TECHNOL SOLUTIONS, LLC,DBA VISION INTER PROVID R Signature:Signature: g , / Name: u L B C Name: David M. Nachman Title: ic Title: Chief Executive Officer Date: 3 9 Date: 7 2016 Addendums: A website Development Services Iand/or Other Services,rf ,pplicablc--) B visionLive""Subscription Services C Extra Work (if and when applicable):not applicable at this time. D Maintenance Services:not applicable. 2016-0108 vS/PE 7 kl t VISION' Addendum A website de ve%men t services Included Services Pursuant to the terms herein, Contractor agrees to provide website development services as provided below in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. website development services include the following: Content Consulting Plus vision._; o Plus Annual Price Content development and migration best practices ✓ Handout Website content best practices handout Website persona template Communicating with your,audience template Task process evaluation template ./ ',Nriting for the Web textbook sch?duled fcllo•,v up consultation!1 hour via WebFxi Analytics r'epo,-t Customized plain language exercise handouts Customized content strategy Content strategy presentation to project stakeh,,L:�ers 1 (1 day or.-sites) Up to 500 pages of content migration General content strategy overview rt hour via VVebE:<i Personalized content strategy training 0 day on-site~ 2016-0108 vS/PE 8 V I S ION" Advanced Website Analysis Package k Advanced Stakeholder Survey x Homepage Heatmapping x Section 508 Validation x Broken Links Report x Site Analytics (basic) x Most visited pages Site Analytics (advanced) 31 Most visited pages v Entry pages Exit pages Bounce pages & rate X ? Mobile Metrics 1:0 Market Share c, Devices o Most visited pages Online Community Survey x User Testing x Usability Study Report Discovery of Goals Online Community Survey report Stakeholder Survey report Accessibility deport (section 508; Broken Links Report X r User Testing report Analytics report Heat-maps report 3 Mobile Assessment p Summary of Recommendations One-sheet Stats 2016-0108 vS/PE 9 k ,. tV1S10N` Navigation and Graphic Design. The Contractor will consult with Client on how to organize Client website content. Based on this consultation, the Contractor will create a homepage layout wireframe that shows the placement of key information and dynamic content. The Client will review the homepage layout wireframe and may provide feedback to Contractor. The Contractor will then provide Client with one draft homepage design concept via Client-accessible software or as an email attachment ("Delivery"). The Contractor will revise the homepage design concept. After Client reviews the final homepage design concept, the Contractor will provide three interior page designs per standard layouts available through Contractor's template builder and VCMS widget requirements. The Contractor will deliver the following: ? One homepage design concept } Approved homepage design Up to three interior page templates Mobile homepage Enhancement Contractor will create a new and unique mobile homepage for Client. This enhancement includes the following: A new background for the mobile homepage. $ The mobile homepage will consist of an upper and lower section which will be quick launching links and will be programmed to easily be modified through a new Custom Content section; users will have the ability to modify,add,and remove any buttons as well as manage the URLs of each individual icon/button. } The upper section will have iOS like icons in 4x4 layouts where we will design the initial sixteen icons. r The lower section will be a more traditional style buttons similar to the mobile site of West Hollywood, CA (www.weho.org), but without the expansion/collapse capabilities. Contractor will create the initial six buttons. > Icon and button titles to be determined based on consultation with Client. Scrolling will be vertical,not horizontal. Vision Content Management Svstemr"Interactive Components and Features. The Contractor will implement Client's website using the VCMS. Customization of the VCMS includes the frontend graphic design and layout as well as adding or subtracting fields. The VCMS will be implemented with the components provided under Addendum B. Integration of Third-Party Components and Databases. } Google Translate Integration Contractor will implement the free Google Translate link in the website. This link will direct website visitors to the Google Translate website. Contractor will provide links at the top of the homepage that allow for easy navigation between the different language sites. Online Payment Integration The Online Payments functionality is a core tool integrated into the VCMS, and used by other components requiring online transactions. It includes integration with an online transaction service where transaction information would be transmitted securely to a third-party vendor. This vendor would then process the credit card or a-check and transfer the funds from the transaction to Client's bank account. A recording of each transaction is logged into a local database for reconciliation with the transaction report made available from the vendor. Transactions recorded within the central database would also be associated with the transactions by different applications using the tool. For security reasons, however, credit card information will not be stored into the database.Transaction based forms and/or functions are an additional cost beyond the Online Payments tool. Client will be responsible for fees paid to third-party online transaction services.Our standard online payment services are Authorize.Net 2016-0108 vS/PE 10 and PayPal. Integration of other services may result in additional fees. ' SMS Component On the standard eNotification page, users will be able to opt in to receive SMS text messages and enter their phone number. Users will also be to sign up for email notifications and choose categories. The backend user will be able to create and send out SMS text messages to SMS subscribers. The backend user will be able to view a list of SMS subscribers, and add, edit or delete subscribers. Basic statistics will be available for SMS messages and subscribers. All text messages will be sent via a third-party SMS text messaging service provider. Please note that this is a third-party tool that requires a separate client account with the third-party service provider. Client shall be responsible for all SMS text messaging charges. a Streaming Video Center The Streaming Video Center includes video streaming for up to 25 meetings per year,with an average of 4 hours per meeting, and up to 120 hours of specialty content per year. Contractor will not be responsible for any changes that a third-party tool makes to its system or its functions.Contractor will not provide technical support for any third-party tool in the event that the feature is unavailable or malfunctions. If changes are made to the third-party API, Contractor will not be able to provide immediate service to accommodate whatever changes are necessary. Client requests to accommodate changes to the applicable API will be treated as Extra Work. Additional HTML Template The Contractor will provide Client an HTML template that vendors of third-party components can use. Contractor will also integrate links to these third-party components into the overall Website navigation.Additional web4nterfaces with third-party databases and systems are outside the scope of work of this Addendum A. Website Development Fees Client agrees to pay Contractor for Website Development as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum A for$76,830. Service Cost Website Development Package s 3 consecutive days onsite consultation sessions t Navigation and Graphic Design VCMS $42,180 5 Up to 1,000 pages of content migration Integration of third-party tools + 3 consecutive days onsite training sessions Content Consulting Plus Package (2 onsite days) $17,500 Advanced Website Analysis Package $3,000 Search Engine Registration $270 Mobile Homepage Enhancement $4,500 Approval Cycle $4,630 Document Central PDF Converter $1,750 visionSearch $1,000 2016-0108 vS/PE 11 . VISIO w Responsive Design $2,000 Total $76,830 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Section, and all invoices will be due and payable within 30 days: (a) An initial payment equal to 40%of the total cost; (b) A payment equal to 20% of the total cost upon Contractor's Delivery of the draft homepage design concept to the Client; (c) A payment equal to 20%of the total cost upon implementation of the website into the VCMS on a Contractor-hosted development server; and (d) A payment equal to 20% of the total cost upon Completion; provided, however that Client has completed training. If Client has not completed training,then Contractor shall invoice Client at the earlier of: (i) completion of training, or (ii) 21 days after Completion. 3. Non-Contractor Hosting. If Contractor is not providing hosting services under Addendum B then, at Client's request, Contractor will assist Client with setting up the website on Client's server. A flat rate of$475 for up to four hours of Technical Support will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any additional work will be billed at the Technical Support hourly rate. Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the time of Completion of: Firefox, Chrome, and Safari. Website backend will be compatible with Internet Explorer 9, 10, and 11, and the latest released version of Firefox at the time of Completion. Website may not be compatible with previous or future versions. Website backend will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be developed with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS-ASP") interfaced with a database created in Microsoft SQL Server ("MS-SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS-Server"), or later. visionMobilew, if provided under this Agreement, will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 Internet Explorer. visionMobilel- may not be compatible with previous or future versions. visionMobiler-, if provided under this Agreement, shall include "Powered by Vision Internet" in the footer and always be linked to a Contractor web page. Client is responsible for the costs of all software licensing. All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein referred to collectively as the "Supported Web Browsers". 2. Client understands and agrees that the website frontend and content migrated by Contractor will be designed to be compliant with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), hereinafter referred to as "Section 508" guidelines on accessibility as follows: Compliance standards will be verified via SortSiteTM to be compliant to automatic checkpoints prior to Completion. Client understands and agrees that website backend and third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by Client or any third party. 2016-0108 vS/PE 12 ,j V I S i OM Addendum B visionLive subscription services plus edition Subscription Services Pursuant to the terms herein, Contractor agrees to provide Hosting Services, VCMS Licensing Services, and Support Services (collectively "Subscription Services") as provided below. Contractor will provide Subscription Services to the Client in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Hosting $ergiceS. Contractor will provide shared website hosting on a Microsoft Windows Server and shared database hosting on a Microsoft SQL Server for one (1) unique VCMS website. The shared server hosting service includes: ? SOC-certified datacenier ) Full hardware redundancy > Redundant generator backup ) Daily data backups Intrusion protection 24/7 monitoring i 99.9%uptime ) DDoS mitigation service ) Up to 275 GB of website content storage;provided,however, Client executes the Agreement on or before March 25, 2016.If Client executes the Agreement on or after March 26,2016, then the hosting service shall include 250 GB of website content storage. > Standard disaster recovery service with 90 minute failover Premium Disaster Recovery Services. Contractor will provide, in a separate colocation facility ("DR Facility"), shared website hosting on an additional Microsoft Windows Server and shared database hosting on an additional Microsoft SQL Server for one (1) unique VCMS website. The Premium Disaster Recovery Service includes: o Data reprication from primary hosting facility to DR Facility initiated every 5 minutes at minimum o In the event of failure in primary hosting facility,website recovery in DR facility within 5 minutes or less after failure VCMS Licensing Services. Contractor will provide a license to the Plus edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: 2016-0108 vS/PE 13 �j " VISION" v islo n Plus !@'^iJJ��J✓r rNr/ii✓��yir��/o�///liN;u✓yn mYi ii,�� ✓r�Hl✓rff%�i%✓,.�li�� ll�', �i✓i%���l/�����j��//�� �,l��/��/�/�/r �; /i✓ a ✓i/ ° ��������1���������f�j/����if�%�: %�Liiy!✓�iii�G%%�//A,�,,,///%gip,[/�//���i��/ii�%/�1�%�i!%�i„9P2i j��%1������i%/�/i��%%%������%��i%�%�'�;:, ,. ,2a n"w�::'�r•r Fr:u^hit 9fr;rY ,: i✓xc rrvi°;y.^ L,�.tatr 'B'«1��tr ✓�a�t-o-�e,rw4 ,�y �wrr,aw�itl�y "�u+d" 1^✓0giLtik ,^v FA,'MP; Flr" pinI11, Rr:er'ee'rt 4 �p�,',v,ord Pr'r,'r,s r`If,,r f Cor riY q' 4➢ , 9 i i.N a a r G. F f,'f err F iti;Rife f iu p +ary i ,f£ TDir,,,w4,._ry " Job r'dY ran ✓}r;7.:V". r qr.i st r 1 •r T _ D1X'Pkt„e(,7d".fir 2026-0108 v:'3fPE 14 VISION" IN r ERN E viWonLiv 1-`1 plus Edition ?"s RFP Posts Online Payments Job Application Manager Outraach. Madfa & Social Networking t•=� ehlotification Tool 1, Emergency Alerts ./ RSS F eds S Fac€book &Twitter Feed Readers "; Audio&Video Embedding " Photo Gallery °&Soda Snow f One-Click Social letworkingi rf Streaming Video Center Q+aveioper > eaturas 0 AP]s V ..Gr Sandbox Toss Environment � 2016-01( V IS IC�NQ Additional Interactive Components and Features ? Approval Cycle t Document Central PDF Converter Extranet r Responsive Design with visionMobileTM visionSearch VCMS Licensing Services Include: D Periodic functional enhancements. New visionLive-Interactive Components that may be released from time to time by Contractor. } Bug fixes to the VCMS code. Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum Ai within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. VCMS Licensing Services do not Include: > Optional Interactive Components. Modules, Programs,or Software Applications. > Conversion to new platforms. Modification of third-party products. Compatibility with Client's third-party products. Website design services. z All other services not expressly provided for in this Agreement and its applicable Addendum(s). 5_up-t7ort ,SelVlCes. Support Services is defined as technical support, account management, and education and training for the VCMS. Contractor will provide Support Services to a designated Client account manager, system administrator or webmaster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excluding holidays ("Business Hours"),with emergency support available 24 hours a day,7 days a week.An emergency is defined as Client's website being down for more than ten (10) minutes.Support Services also include: > Dedicated Account Manager Account Management' o Semi-annual account reviews (Health Checks) o Semi-annual site analytics report o Semi-annual graphics site audit o Up to 30 hours of site improvement credits" Education and Trainina o Training and best practices webinars o Access to On-Demand Training Library o On-going new user training (via remote meeting service) o Monthly office hours (via remote meeting service) Health Checks, Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement and every year thereafter. •• Thirty site improvement credits will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. Customizations. The following are customizations provided in Client's project: None. Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes, alterations or 2016-0108 vS/PE 16 V f S I ON" modification requested by the Client to its Website may be subject to a fee to be quoted by a Contractor representative at the time of the request. Client may, at any time, upgrade from its current edition to either a Standard or Plus Edition, as applicable. Client may not, during the Initial Term (defined below) or any renewal term, downgrade from its current edition to either a Standard or Basic Edition, as applicable. Client acknowledges that the Subscription Services may be modified or improved because of the dynamic nature of technology. Contractor may, from time to time, make minor modifications to the Subscription Services, as a whole or any part thereof.Such minor modifications may be implemented at any time and without notice to Client. Continued use of the Subscription Services following any modification shall constitute binding acceptance of the modification. Subscription Fees Rate; All Subscription Services provided for the Client during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $9,500 per year beginning the second year of this Agreement, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices will be due and payable by Client within 30 days. Websites exceeding 250 GB of storage shall be subject to an additional monthly fee of$50 per 5GB increment. 2016-0108 vs/PE 17 Addendum C- extra work Sample Only. This Addendum is made and entered into by Vision Technology Solutions, LLC ("Contractor") and CLIENT, STATE ("Client") as of the date of full execution. Contractor and Client hereby mutually acknowledge and agree that: 1. On DATE, Contractor and Client entered into the Master Services Agreement ("Agreement"), incorporated herein by reference. 2. The Agreement, including all other terms and conditions therein,shall continue in effect. 3. In the event of any conflict or inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control only to the extent of the services provided in this Addendum, and not any other subject matter covered by the Agreement. Included Services Extra Work Fees Client agrees to pay Contractor as follows: t. Price. Contractor agrees to perform work set forth in this Addendum for [$a,bcd]. 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Addendum, and all invoices will be due and payable by Client within 30 days: (a) An initial payment equal to 50 0 of the total cost: and (b) A payment equal to 50% of the total cost 21 days after completion of the services in this Addendum. OR Payment.Contractor will submit an itemized invoice to Client for the payment required by this Addendum, and the invoice will be due and payable by Client within 30 days. 2016-0108 vS/PE 18 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall. maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than , each occurrence, "-999,999 general aggregate. /, rH1 o 42-, Frof e'er x C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. EXHIBIT B (Continued) 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 ' ® DATE(MWDDIYYYY) A�v CERTIFICATE OF LIABILITY INSURANCE 4/26/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. CONTACT Vicki Dixon PRODUCER NAME: -- HAUSER PHONE F„, 513-745-9200 FAX Na►:513_984-7059 IAC_No-5905 E. GALBRAITH RD. SUITE 100 E-MAIL vdixon@thehausergroup.com Cincinnati OH 45236 -ADDRESS; - INSURERS)AFFORDING COVERAGE NAIC# INSURER A:LIO cis Of London INSURED VISIO-2 u INSURER B:CItizens Ins. C.O.of America _ 315534 Vision Holdings LLC and INSURER C:Allmerica Financial Benefit 41840 Vision Technology Solutions LLC. INSURER D: 222 N.Sepulveda Blvd. Suite 1500 - j El Segundo Segundo CA 90245 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 1685248255 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD YJVD MMlDDlYYYY MMlDDIYYYY B X COMMERCIAL GENERAL LIABILITY Y Y 07W A400315 8/1512016 8/15/2017 EACH OCCURRENCE $1.000.000 CLAIMS-MADE ❑X OCCUR PREMISES EaENTED occu ence $500,000 1 MED EXP(Any one person) $5,000 I i ! PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2.000,000 _ POLICY[K JE° D LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y 07WA400315 8/15/2016 8/15/2017 Ea accident L $1,000.000 ANY AUTO BODILY INJURY(Per person) S ALL OWNED I SCHEDULED BODILY INJURY(Per accident) $ AUTOS I AUTOS NON-OWNED LSE ) $ X HIRED AUTOS X AUTOS Per accident) $ B X I UMBRELLA LIAB X OCCUR Y Y 07W A400315 8/15/2016 8/15/2017 EACH OCCURRENCE $3.000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000.000 DED I X I RETENTIONSD $ C WORKERS COMPENSATION Y W2W A398655 8/15/2016 8/15/2017 X STATUTE OERH AND EMPLOYERS'LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,D00 OFFICERIMEMBER EXCLUDED? N N!A (Mandatory in NH) E.L.DISEASE•EA EMPLOYE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 B Property/Special/RC 07W A400315 8/15/2016 8/15/2017 Contents Limit/Dedt $53.045/$500 A Professional& Cyber UCS2688168 8/1512016 8/15/2017 Professional&Cyber $1,500.000 Deduct.Prof&Cyber $5.000 DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) NAIC information for Lloyds of London Alien ID# AA1120098 Lloyd's Syndicate#3624 City of Kent is shown as an additional insured solely with respect to general liability coverage as evidenced herein as required by written contract with respect to work performed by the named insured. CERTIFICATE HOLDER CANCELLATION 30 days except 10 days non payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Kent,WA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Ave.S ACCORDANCE WITH THE POLICY PROVISIONS. Kent WA 98032 AUTHORIZED REPRESENTATIVE c VVV ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD