Vision Internet/Com Rel/65183/webpage upgradeVision Internet
Community Relations Department - 2015
Appropriation #1203-4359300/0203-4341999; P.O. 832383
Contract Not To Exceed $65,183.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ("City"), and Vision Internet an entity duly authorized to do business
in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of alt of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the `Goods and Services") from Vendor using City
budget appropriation number 1203-4359300 and 1203-4341999 funds. Vendor agrees to provide the Goods
and Services and to otherwise perform the requirements of this Agreement by applying at all times the
highest technical and industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Sixty Five Thousand One Hundred Eighty Three dollars ($65,183.00) (the
"Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
the Goods and Services provided to City within such time period. City shall pay Vendor for such
Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing
same, so long as and to the extent such Goods and Services are not disputed, are in conformance
with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information
contained on attached Exhibit B and Vendor has otherwise performed and satisfied all the terms
and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY — Deleted by agreement of the parties.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS — Deleted by agreement of the parties.
7. LIENS:
Vendor shall not cause or permit the fling of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
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Vision Internet
Community Relations Department - 2015
Appropriation #1203.4359300/#1203-4341999; P.O. #32383
Contract Not To Exceed $65,183.00
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any paras of this Agreement, without liability to Vendor, and (2) exercise all other rights
and remedies available to City at law and/or in equity. Notwithstanding the foregoing, Vendor may make a
general assignment to any entity resulting from a merger or consolidation of Vendor with another entity, or
the acquisition of Vendor by another entity of all or substantially all of the assets of Vendor (Permitted
Transferee").
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attomey
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
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Vision Internet
Community Relations Department - 2015
Appropriation #1203-43593001#1203-4341999; P.O. #32383
Contract Not To Exceed $65,183.00
status.
12. E -VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E -Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation Indicating that it has enrolled and is participating in the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement. it shall fully
comply with the Indiana E -Verity Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON -ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, except,
Vendor may assign or pledge this Agreement to a "Permitted Transferee". Vendor shall notify the City of any
assignment within a reasonable time after such assignment.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and govemed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail; return receipt requested, to the party to be notified at the address specified
herein:
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Vision Internet
Community Relations Department - 2015
Appropriation #1203.43593001#1203-4341999; P.O. #32383
Contract Not To Exceed $65,183.00
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor:
Vision Internet
2530 Wilshire Blvd., 2nd Floor
Santa Monica, California 90403
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, terminate this Agreement for cause, in the event of a default hereunder by Vendor if not
cured within 20 days. In the event of such termination, Vendor shall be entitled to receive only
payment for the undisputed invoice amount representing conforming Goods and Services delivered
as of the date of termination, except that such payment amount shall not exceed the Estimate
amount in effect at the time of termination, unless the parties have previously agreed in writing to a
greater amount.
19.2 If funds are not appropriated for any portion of the term for the services subject to this Agreement,
the City may terminate this Agreement with respect to such services at the end of the time period for
which funds have been appropriated.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2015 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
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Vision Internet
Community Relations Department - 2015
Appropriation 11203-4359300/#1203.4341999; P.O. 02383
Contract Not To Exceed $65.183.00
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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Vision Internet
Community Relations Department - 2015
Appropriation #1203-43593001#1203.4341999; P.O. #32383
Contract Not To Exceed 565,183.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
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CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
James Brainard, Presiding Officer
Date:
Mary
Dat
Lori S. Watso
Date:
ATTEST:
ana Cordray, IAMC, Clerk'Treaasurer
Date: (o i-1
Authori ed Signature
David Hack»ga✓l
Printed Name
Civet frctibl,t Dc-Ae,r
Title
FID/TIN: 217" A1762/
Last Four of SSN if Sole Proprietor:
Date: Turk- /O Jell
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VISION"
INTERNE r
creating what's next
for the City of Carmel
Project Name: All -New VisionCMSTM' Platform
Project Overview
Vision Internet Providers will perform the following services for the City of Carmel:
D Website Platform Upgrade } $23,770
) visionLive"" Subscription Services ) $7,800 + 5% increase
Contacts
) Name:
) Address:
Phone:
) Email:
D Fax:
D Name:
) Address:
) Phone:
) Email:
D Fax:
Vision
Internet roject
) Name:
• Address: 2530 Wilshire Blvd., 2'" Floor, Santa Monica, CA 90403
D Phone: (310)656-3100
) Email:
D Fax: (310) 656-3103
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D Name: Contract Administrator
D Address: 2530 Wilshire Blvd., 2"' Floor, Santa Monica, CA
> Phone: (310) 656-3100
D Email: contracts®visioninternet.com
D Fax: (310) 656-3103
terms and conditions
These Terms and Conditions (this "Agreement") ore made and entered into effective as of the date of the
last signature below 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 the Addendum(s) attached hereto) sets forth the entire
terms and conditions by which Contractor will deliver and Customerwill receive any and all of the services
provided by Contractor, including one or more of the following: website development, shared website and
database hosting, maintenance, visionLiv&M subscription services, professional/support services, content delivery
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. Any modification of this
Agreement is valid only if the modification is in writing and signed by both Parties. 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) attached to and incorporated into this Agreement in exchange for payment of related fees
specified in such Addendum(s) and compliance with the terms and conditions of this Agreement. This Agreement,
Client activities and all discussions regarding Client website development shall be treated as confidential and shall
not be disclosed to parties other than representatives of Contractor and the authorized representotives of Client. It
is agreed that a designee of Client, Nancy Heck. will be the project manager, with all decision making authority on
behalf of Client, for purposes of this Agreement.
2. Subsequent Extra Work/Other Services. Additional services not initially covered in this Agreement
(including the Addendum referenced above) and extra hours will be presented to Client for approval prior to
commencement of work ("Extra Work"). Extra Work will be set forth in an amendment to this Agreement signed by the
Parties and designated as Addendum E-1, E-2, etc., as applicable, and 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 Progromming, $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. Documents & Dala' Limited Licensing of Intellectual Property. 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; and upon payment in full, Contractor also grants a
Client's Initials
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non-exclusive, non-transferrable and perpetual license for Client to copy, use, or modify for its own use, any and all
copyrights, designs, and other intellectual property embodied in Client's website which are prepared or caused to
be prepared by Contractor under this Agreement. Notwithstanding anything to the contrary. Client understands
and agrees that Contractor shall retain all rights, title, and interests in and to all other Contractor intellectual
property of any kind or nature including without limitation 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, and any other Contractor intellectual property.
4. Limited Warranty. If Contractor performs Website Development and/or Custom Programming
services, Contractor warrants that all of the deliverables set forth in Addendum A will be conveyed to Client upon
transfer of the website to the production server or delivery of website tiles to Client ("Completion"), as applicable.
All programming code developed by Contractor within the project 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 WARRANTY OF ANY KIND. WHETHER EXPRESS OR IMPLIED. INCLUDING OF MERCHANTABILITY OR FITNESS OF
THE SERVICES FOR A PARTICULAR PURPOSE WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY
BE OBTAINED THERE FROM IS AT CLIENTS OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS 15" BASIS.
In no event, at any time, shall the aggregate liability of Contractor under this Agreement or otherwise exceed the
amount of fees paid by Client to Contractor in the most recent twelve months, and Contractor shall not be
responsible for any lost profits or other damages, including direct, indirect, incidental, special. consequential or any
other damages, however caused. Contractor does not warrant any connection to, transmission over, nor results of
use of, any network connection or facilities provided, nor any third -party applications and software obtained by,
for, or on behalf of Client. Contractor assumes no responsibility for any damages suffered by the Client, including,
but not limited to, server down time. loss of data, loss of business, mis-deliveries, delays, non -deliveries, access
speed, or service interruptions of any kind. Client acknowledges that the information available through the
interconnecting networks may not be accurate. Contractor has no ability or authority over the material. In
addition, Contractor has no liability for the quality, accuracy, or validity of the data/information gathered from the
Internet. Use of information gathered through the use of Contractor services is at the risk of the Client.
5. No Guarantees. Contractor does not warrant any results from the use of any web pages created,
hosted and/or maintained 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 Contractor may offer an
opinion about possible results regarding the subject matter of this Agreement, Contractor cannot and does not
guarantee any particular result. Client acknowledges that Contractor has made no promises about the outcome
and that any opinion offered by Contractor in the future will not constitute a guarantee.
6. Rights Regarding Content. Each Party warrants that it holds all rights and/or licenses necessary io
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. 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.
7. Legal Use. Client agrees to use its website at all times in strict occordonce with, but not limited to,
all applicable laws, including local, stale, and federal laws. Client hereby agrees that any text, data, graphics, or
any other material published by Client on its website is free from violation of or infringement upon copyright.
3 Client's Initials '` ,
Contractor's Initials LTM
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trademark. service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of
others, and is free from obscenity or libel. Client agrees not to use any process, program or tool via Contractor for
gaining unauthorized access to the accounts of other Contractor clients. customers or account holders or other
Contractor systems. Client agrees not to use Contractor services to make unauthorized attempts to access the
systems and networks of others. Any attempt to do so will result in immediate termination of Contractor services at
Contractor's discretion.
8. Indemnity. Contractor will defend, hold harmless and indemnify Client from and against all liability,
loss, cost. damage, or expense, including reasonable attorney's fees )collectively, "Costs"), resulting from any claim
of injury to person. damages to property, or monetary damages arising solely out of Contractor's negligence or
intentional misconduct or failure to perform obligations under this Agreement. 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.
9. 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.
10. Governing Law and Venue. This Agreement shall be governed by and construed in accordance
with the laws of the United States of America, and the State of Indiana. excluding choice of law provisions thereof.
Any cause of action of Client with respect to the services provided hereunder must be instituted within two 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 Stale and/or federal district courts located in the County of
Hamilton. State of Indiana, and all related appellate courts, and the parties hereby consent to the jurisdiction of
such courts. and that venue shall be in the County of Hamilton, State of Indiana. 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.
11. Waiver. The waiver by one Party of any term or condition of this Agreement. or any breach
thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
12. 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.
13. 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) hos 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.
14. Interpretation. It is understood and agreed that if any interpretation is to be made of this
Agreement. the same shall not be construed for or against any of the Parties.
15. 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 o 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.
4 Client's Initials
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I6. Prevailing Party. Should a dispute, including but not limited to any litigation or arbitration be
commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives
concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder. the Party
prevailing shall be entitled to reasonable attorney's fees and court and expert costs incurred by reason of such
action.
17. 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 ony 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.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same Agreement. This Agreement becomes effective
upon Contractor's receipt of an executed copy of this Agreement.
19. Force Moieure. Any delay in the performance by either Party hereto of its obligations hereunder
shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond
the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather
condition; any computer virus, worm, denial of service attack: any earthquake; any act of a public enemy, wor,
insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other
Party within twenty (20) days after occurrence of such cause or event.
20. 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.
21. 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.
22. Survival. The terms and conditions of Sections 3 (Documents & Data; Limited Licensing of Intellectual
Property), 4-8 (Limited Warranty through Indemnity), 10 (Governing Law & Venue). 16 (Prevailing Party), 22 (Survival)
and 25 (No Hire) shall survive ony termination or expiration of this Agreement.
23. 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.
24. 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.
25. 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. 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.
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26. 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 a change of control of Contractor.
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.
IN WITNESS WHEREOF, the Parties hove caused this Master Services Agreement to be signed by their duly
authorized representatives and given effect as of the last signature date below (the "Effective Date").
"Client" "Contractor"
CITY OF CARMEL VISION TECHNOLOGY SOLUTIONS, LLC, DBA VISION
INTERNET PROVI
Signature: Signature:
Name: Name: David M. Nachman
Title: Title: Chief Executive Officer
Date: Date: ✓U c !Q , 2015
Addendum:
A Website Development Services (and/or Other Services, if applicable)
B visionLiverm Subscription Services
C Hosting Services: N/A
D Maintenance Services: N/A
E Extra Work (if and when applicable): N/A
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Addendum A
platform upgrade services
Included Services
Graphic Design
The Contractor will provide Client with one homepage design concept for your approval. The Contractor will
provide revisions of the homepage design concept. Upon approval of the final homepage design concept by the
Client, the Contractor will provide up to three interior page designs per standard layouts available through
Contractor's template builder and visionCMSTM' widget requirements. The Contractor will create a homepage
layout wireframe that shows the placement of key information and dynamic content. The Contractor will deliver
the following:
• One homepage design concept
D Approved homepage design
D Up to three interior page templates
D Homepage layout wireframe
Vision Content Management System'?" Interactive Components and Features
The Contractor will implement Client's website using the Vision Content Management System'T ("visionCMST^^").
Customization of the visionCMST^^ includes the frontend graphic design and layout as well as adding or subtracting
fields for your specific needs.
The visionCMSTM will be implemented w
A'DMINIS MITIONAND_
-�—A.Yw:neernwre-- '
Audit Trail Log
} Backend Content Title Search
D Backend Dashboard
Broken Link Reporter
} Content Review and Publishing
D Component Manager
D Content Scheduling
D Context Sensitive Online Help
D Departmental Page Restrictions
D Document Central
D Drag and Drop Multiple File and Image
Uploading
D Email Address Masking
} Enhanced User Interface
h the following components:
CQN7ENT Etnvits
Flexible Site Variable Settings
D Image Library
D Page Template Library
D Personal Toolbar
D Role -Based Security
D Scheduled Content Review
D SiteMaster Template Builder
D Submission Validation (reCAPTCHA)
D Recycle Bin
D Updated and Expired Content Reporting
D Web Traffic Statistics
D Widget -based Layout Options
D Workspace
Advanced WYSIWYG Editor
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D Search and Replace
D Spell Checker
D Style Gallery
D Undo/Redo
D User Commenting
D Version Control
ADVANCED N44/6,4770N
MANAGEMENT
D Automatic Breadcrumbs
D Connected Pages
D Content Categories
D Dynamic Drop Down Menus
D Error 404 (Page Not Found) Handling
D External Link Splash Page
D Friendly URL Redirect
D Navigation Control
D Navigation Redirect
D Page Linking
D Quick Links
D Single -Source Publishing
D Site Search (Google CSE)
D Sitemap Generator
a. . 1't,C AND INnmAEmmy
D Business Directory
D Business Submissions
D Community Spotlight
D Dynamic Calendar System
D Dynamic Homepage
D Event Registrations
D Event Submissions
D Facilities Directory
D Facilities Reservations
D Feedback Form
D Form Builder
D Frequently Asked Questions
D In -page Content Editing
D Job Application Manager
D Job Posts
D News
D Online Polls
D RFP Posts
D Rotating Homepage Banners
D Service Directory
D Single Sign On
D Staff Directory
D Sticky News
D Department -Level Administration
D Department -Level Navigation
D Department -Level Sitemap
D Audio and Video Embedding
D Bookmark and Share
D eNotification
D Emergency Alert (site wide)
D Facebook FeedReader
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D GovTrack CRM'
D OneClick Social Networking''
D Photo Gallery & Slideshow
D RSS FeedReader'"4
D Social Media Feed Reader
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) Forward to a Friend
• Twitter FeedReader
) Automatic Alt -Tags
) Dynamic Font Resizing
l Dynamic Reader Download Links
) Printer Friendly Pages
b Table Accessibility Tools
AADIIIONAzINT£'R¢4CTTVECOMjNEWTS ANDS' TURES
) Advanced Mega Menu (1)
) Custom Image Rotation
Key Component Details
Below ore details on key components of the visionCMS1M:
) Responsive Design with visionMobile`"'
Custom Image Rotation
The background of the new website will allow the City to control specific times for the images to scroll
through.
Advanced Mega Menu
The Advanced Mega Menu is a fully customizable mega menu. Along with the options to define how
many levels of navigation and how many columns to use like standard mega menus, the Advanced Mega
Menu also allows users to add extra columns to the mega menu and place widgets in these columns.
Each main navigation item mega menu is designed separately so that. for example. hovering over "About
Us" would show a different mega menu with different widgets than hovering over "What's New". By
default, all of the standard "Box" widgets can be added to the Advanced Mega Menu, such as News.
Events, Staff, RFPs, FAQs, Facilities, Jobs, Businesses. and Services, as wet os content area widgets, mini
calendars and image widgets. More than one widget can be added to a column. stacked on top of
each other.
Widget columns can be added before or after the navigation columns, not in between them. Multiple
columns can be added to one mega menu. Widgets can only be added to widget columns, not to
navigation columns.
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Figure 1: The Advanced Mega Menu can give users extra levels of navigation and content.
Project Notes
While the most important tools and functions carry over to the new version, not all functionality
from your current content management system will be identical in the new platform. We will do
everything reasonably possible to ensure at least 95% similarity between your current design and
that of the new site. Please note:
) If your staff has created customizations or integrations to the site files or database, they will
not carry over to the new visionCMSTM. Your staff may be responsible for identifying any
customizations they have made and implementing them in the new system.
D The following custom components will not carry over:
o Agenda and Minutes Archiver
o News (blog view)
o Preset values for calendar events
o Twitter Updates
D The following custom components will carry over:
o Approval Cycles
o Lanap Captcha
D We will migrate your existing content to the new site except for content from the Form Tool.
The Form Tool has been revamped and the City will need to recreate any forms currently
used on the website.
By initialing below, Client acknowledges that Client agrees to and understands the Project Notes Section.
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Implementation Stages and Project Schedule
The table below shows the projected development and launch schedule along with a list of key
deliverables/milestones.
Kick Off
• Initial kick-off call with Client's project_ manager
Design Stage
•
Unique, custom graphic design
• Custom icons, buttons, screen elements, and backgrounds 3 - 4 Weeks
• Homepage design comp
• Homepage layout w_ireframe_
Development Stage
Implementation of visionCMSiM
Integration of interactive components
• Content migration per Project Notes Section ab_ ove
Quality Assurance, Documentation, and Training Stage
• Final testing
• Four hours web -based training
Soft Launch & Final Launch
• Delivery of website files to Client 2 Weeks
• Completed website
Total estimated time to launch 13 - 22 Weeks
The schedule may vary depending on additional components and participant decision times.
Website Development Fees
Client agrees to pay Contractor for Website Development as follows:
Price. Contractor agrees to perform work set forth in this Addendum A for $23,770.
2. Payment. Client agrees to pay Contractor as follows:
(o) An initial payment equal to 50% of the total cost; and
(b) A payment equal to 50% of the total cost 21 days from Completion.
3. Non -Contractor Hosting. If Contractor is not to provide hosting services under Addendum B or
Addendum C 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 additionol work will be billed at
the Technical Support hourly rate.
2-4 Weeks
4 -9 Weeks
2 - 3 Weeks
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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 compotible with Internet Explorer 9, 10, and 11, and the
latest released version at the time of Completion of Firefox. 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 2012 ("MS -SQL"). Client understands and agrees that the website is developed to run on a Microsoft
Windows Server 2012 ("MS -Server"). visionMobile»•. 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. visionMobilem' may not be compatible with previous or future versions.
visionMobile^•, 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 SortSitemt to be compliant to
outomatic 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.
3. Contractor may use any web pages developed for the Client in any of its own promotional
materials as examples of its work. Client agrees that Contractor may place in the website footer an
unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text
credit shall always be linked to a Contractor web page.
4. Client Content. 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.
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Addendum B
visionLiven" On -Premise subscription services
Subscription Services
Pursuant to the terms herein, Contractor agrees to provide Upgrade Services and Support Services
(collectively "Subscription Services") as provided below for the Client's Website, which utilizes Contractor's Vision
Content Management System ("VCMS") developed under a prior agreement by and between Contractor and
Client or this Agreement ("Website Development Agreement"). 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:
No Hosting Services. Contractor is not providing Hosting Services. Client to provide Hosting Services
on its own infrastructure with the following minimum requirements:
Web Server
D Dual processors with quad cores at minimum 2.8 GHz CPU
D Minimum 6 GB RAM
D Minimum 40 GB Hard Drive
D Windows Server 2012
Database Server
D Dual processors with multiple cores at minimum 2.8 GHz CPU
Minimum 8 GB RAM
D Minimum 80 GB Hard Drive
D Windows Server 2012
D Microsoft SQL Server 2012
The Web Server and Database Server ("Servers") can either be separate or reside in the same machine:
provided, however. that if the Servers are on the same machine, the minimum requirements are dual
processors with Quad cores and at least 2.8 GHz CPU and 8GB RAM. For better performance. we
recommend dual processors with Quad cores and 3.0 GHz CPU and above.
Except as expressly set forth in this Addendum, it is Client's responsibility to host and maintain the website
and make back-ups of all hosted files.
Contractor will assist Client with setting up the website on Client server. A flat rate of $475 will be charged
for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any
additional work will be billed at the technical support hourly rate.
Upgrade Services. Contractor will provide Upgrade Services for improvements made to Contractor's
platform which include:
D Enhancements to the backend VCMS functionality.
D Enhancements to the Included Interactive Components (as listed in Addendum A) that were
developed under Addendum A or other prior agreement entered into by and between Contractor
and Client.
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New visionLive'M Interactive Components that may be released from time to time by Contractor.
Bug fixes to the VCMS code.
Updates to provide compatibility to future versions of Supported Web Browsers (as listed in
Addendum A) within three months of their release. Compatibility with previous versions of
Supported Web Browsers is not guaranteed.
To receive the Upgrade Services, a non -interrupted Subscription Services Addendum must be in place from
time of website launch and the VCMS code must be unmodified. Client must provide Contractor continual server
access to receive Upgrade Services and at no time may Client modify the code. Modification of code may result in
files being overwritten.
Upgrade Services do not include:
) Optional Interactive Components.
Modules, Programs, or Software Applications.
) Conversion to new platforms.
) Modification of third -party products.
) Updates to provide compatibility to third -party products. except for those included in VCMS.
3 Upgrades that require modification or customization to website design.
System configuration, website content editing and/or formatting, website design. custom data
updates, etc.
Support Services. Support Services is defined as technical support for the unmodified VCMS.
Contractor will provide Support Services to a designoted 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.
Redesign Services. At the conclusion of year four of uninterrupted Subscription Services, the Client will
be entitled to a basic graphic redesign of one (1) website. Basic graphic redesign does not include design themes.
Services shall include:
Project Management
Wireframe Development
D Graphic Design Development with one preliminory concept
D Graphic Production
Contractor will not develop a sitemap or new content as part of the redesign, but will assist Client in
transferring existing content into the new design.
Included Interactive Components and Features. The initial Included Interactive Components
and Features pursuant to Addendum A are provided in Client's project, subject to upgrades and revisions based on
Contractor's then current Included Interactive Components listed on the Roadmap. Additional options may be
available and can be added for an additional fee.
Customizations. The following are customizations provided in Client's project:
D The ability to upload documents and images directly from Client desktop while editing content is
an enhancement that will be added to the VCMS by December 31, 2015. This feature will be
added to the Client's website at no additional charge as part of the services provided under this
Addendum B.
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Unless Client has retained other Services from Contractor under the applicable Addendum, Client is solely
and exclusively responsible for all services not expressly provided for in this Addendum. Any changes. alterations or
modification requested by the Client to their Website may be subject to a fee to be quoted by a Contractor
representative at the time of the request.
Term
Contractor shall provide Subscription Services for a period of four years commencing when the website is
hosted on Client's production server ("Initial Term"). With respect to the Initial Term, unless one Party has given
written notice to the other Party of its intent not to renew this Addendum at least thirty (30) days prior to expiration
of the Initial Term, this Addendum will continue in effect on a year-to-year basis thereafter until one Party gives
written notice to the other of its intent not to renew this Addendum a1 least thirty (30) days prior to the expiration of
any renewal term. If the Term of this Addendum is extended or renewed in accordance with the foregoing, all of
the terms and conditions of this Addendum and the Agreement shall continue, unmodified, in full force and
effect, until the end of the last applicable renewal or extension Term. except for fees charged os set forth below.
Subscription Fees
Rate: $7,800 per year payable to Contractor in U.S. funds in advance, which rate shall be increased by five
percent (5%) per year, for each year of the Initial Term, and any and all renewal terms. Contractor shall invoice
Client annually within thirty days of start of service or any renewal term.
Additional Maintenance Terms and Conditions
Website Usage
(o) Client shall use the Subscription Services in strict accordance with, but not limited to, all local, state,
and federal laws. Client shall not use the Subscription Services for any unlawful or destructive purpose including, but
not limited to. copyright and/or trademark infringement. Client hereby represents and warrants that any text, data,
graphics, or any other material displayed or published by the Client on its Website is, and shall continue to be,
throughout the term of this Agreement, 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 obscene or libelous material.
(b) Client represents and warrants that it has or has obtained all rights necessary to display all the
images, data, information or other items being displayed on the Client's Website. Client expressly authorizes
Contractor to display those images, data. information or other items.
(c) Client shall not misuse any of Contractor's resources or cause any disruption to Contractor's
business ("Misuse"). Examples of Misuse include, but are not limited to. the display of pornography or linking to
pornographic material, the sending of chain letters, advertisements, solicitations. or mass mailings to individuals who
have not agreed to be contacted in this manner (including, but not limited to. what is commonly referred to as
"Spam").
(d) Client shall not use any process, program or tool via Contractor for gaining unauthorized access to
the accounts of other parties. including but not limited to, other Contractor clients, customers or account holders or
other Contractor systems. Client shall not use Subscription Services to make unauthorized attempts to access the
systems and networks of others. Client shall not use Contractor's services as a door or signpost to another server.
(e) Client shall not use Subscription Services in a manner in which system or network resources are
unreasonably denied to other Contractor clients.
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jf) Client will have password access to the VCMS through the Subscription Services. Client agrees to
be responsible for keeping all passwords secure and will immediately notify Contractor if a password is lost, stolen or
compromised in any way. Client shall be responsible for all use of Subscription Services accessed through the
Client's passwords. The Client's passwords are not transferable to any third party and are subject to any limits
established by Contractor.
2. The Internet. Client acknowledges that the reliability, availability and performance of resources accessed
through the Internet are beyond Contractor's control and are not in any way warranted or supported by
Contractor. Client acknowledges that safeguards relative to copyright, ownership, decency, reliability and
integrity of content may be entirely lacking with respect to the Internet and content accessible through it.
Contractor makes no warranty that any systems accessed will be free of computer viruses. Client is responsible for
making backup copies of their files. Client assumes all risk and liability of its use of the Internet.
Client specifically acknowledges that Contractor provides access to other systems not controlled by
Contractor including, but not limited to, discussion groups. RSS feeds, websites and databases, that may contain
pictures and language intended for adult audiences. Client further understands that Contractor is not responsible
for any damages that may result from exposure to such material and Client agrees to hold Contractor harmless
from any damages that may result.
3. Domain Nome and Secure Digital Certificate. If agreed to under this Agreement. Contractor will apply tor
a custom domain name of Client's choosing. Contractor cannot guarantee the availability of any particular name.
Client is responsible for all fees charged by the registrar 11.e. Verisign or Dotster) including setup and renewal fees.
Client shall be responsible for all licensing fees, if any, including but not limited to secure digital certificate renewal
fees. Contractor shall not be responsible for maintaining or renewing domain names, digital certificates. or any
other third party registrations.
4. Breach. If Client breaches any term of this Addendum and/or the Agreement, Contractor reserves the
right to suspend access to the Client's Website without prior notice and may terminate this Addendum and/or the
Agreement. However, if access is only suspended, Client shall remain liable for all payments due hereunder as if
access had not been interrupted.
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