Vision Internet/Comm Rel -t 02..o�. APPROVED A 0
Vis,on Internet BY: z.
Community Relations 2010
Appropriation 1160 435 -7004, $5,000.00, #1160 -435 -900, $20,000.00, #1160 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES "Agreement is hereby made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City and Vision Internet (hereinafter "Professional
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property,
personnel, public works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the
professional services "Services referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Professional mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services to City. When City desires additional Services from
Professional, the City shall notify Professional of such additional Services desired, as well as the
time frame in which same are to be provided. Only after City has approved Professional's time
and cost estimate for the provision of such additional Services, has encumbered sufficient monies
to pay for same, and has authorized Professional, in writing, to provide such additional Services,
shall such Services be provided by Professional to City. A copy of the City's authorization
documents for the purchase of additional Services shall be numbered and attached hereto in the
order in which they are approved by City.
2.3 Time is of the essence of this Agreement.
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Vision Internet
Community Relations 2010
Appropriation 1160 435 -7004, $5,000.00, #1160 435 -900, $20,000.00, #1160- 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2 City shall provide all data required for provision of Services. Professional may assume that all
data so provided is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation number 1160 -435-
7004, 1160 435 -9000, and 1160- 434 -1999 funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5. COMPENSATION
5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Forty Five Thousand Nine Hundred Sixty Dollars ($45,960.00) (the "Estimate
Professional shall submit an invoice to City no more than once every thirty (30) days for Services
provided City during the time period encompassed by such invoice. Invoices shall be submitted on
a form containing the same information as that contained on the Professional Services Invoice
attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for
all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of
City's receipt of same, or be subject to a late charge of one percent (1 of such unpaid and
undisputed invoice amount for each month same remains unpaid.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
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Vision Internet
Community Relations 2010
Appropriation 1160- 435 -7004, $5,000.00, #1160- 435 -900, $20,000.00, #1160 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2010, 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.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty (30) days' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, immediately upon Professional's receipt of City's "Notice
To Cease Services."
7.1.3 In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and /or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and /or damages incurred by
City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
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Vision Internet
Community Relations 2010
Appropriation 1160- 435 -7004, $5,000.00, #1160 435 -900, $20,000.00, #1160 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of City and Professional from all claims
under workers' compensation, occupational disease and /or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, but not limited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and /or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to pay or bond over such lien at Professional's sole cost and expense.
7.7 Default.
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Professional's warranties; (b) fails to perform the Services as
specified; (c) fails to make progress so as to endanger timely and proper completion of the
Services and does not correct such failure or breach within five (5) business days after receipt of
notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition
for 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 terminate all or any
part of this Agreement, without liability to Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all laws, executive orders, rules and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of
which being hereby incorporated herein by this reference, to keep all of Professionals' required
professional licenses and certifications valid and current, and to indemnify and hold harmless City
from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
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Vision Internet
Community Relations 2010
Appropriation 1160 -435 -7004, $5,000.00, #1160 435 -900, $20,000.00, #1160- 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
7.9 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials, employees and
agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all
damages, costs, expenses and attorney fees arising out of any intentional or negligent act or
omission of Professional and /or any of its employees, agents or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and /or other person in the subcontracting of work and /or in the
performance of any Services contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
subcontracting or work performance hereunder because of race, religion, color, sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
that can operate independently of same shall continue in full force and effect.
7.12 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Agreement shall be written and either hand delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
City of Carmel Douglas C. Haney
Department of Administration Carmel City Attorney
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
ATTENTION:
PROFESSIONAL:
Vision Internet
2530 Wilshire Blvd., 2 °d Floor
Santa Monica, CA 90403
ATTENTION: Steven Chapin, President
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Vision Internet
Community Relations 2010
Appropriation 1160- 435 -7004, $5,000.00, #1160- 435 -900, $20,000.00, #1160 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
Notwithstanding the above, City may orally provide to Professional any notice required or
permitted by this Agreement, provided that such notice shall also then be sent as required by this
paragraph within ten (10) business days from the date of such oral notice.
7.13 Effective Date.
The effective date "Effective Date of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, agree to file 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.
7.15 Waiver.
Any delay or inaction on the part of either party in exercising or pursuing its rights and /or
remedies hereunder or under law shall not operate to waive any such rights and /or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and /or their respective successors in interest. To the extent any provision contained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
any person or entity executing this Agreement on behalf of such party has the authority to bind
such party or the party which they represent, as the case may be.
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Vision Internet
Community Relations 2010
Appropriation 1160 435 -7004, $5,000.00, #1160- 435 -900, $20,000.00, #1160- 434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
7.19 Headings.
All headings 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.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
7.21 Copyright.
City acknowledges that various materials which may be used and /or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its
employees to satisfy its obligations with respect to use, copying, protection and security of
Professional's property.
7.22 Personnel.
Professional represents that it has, or will secure at its own expense, all personnel required in
performing the services under this agreement. Such personnel shall not be employees of or have
any contractual relationship with City. All of the services required hereunder will be performed
by Professional or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 Records and Inspections
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. City shall
have free access at all proper times to such records and the right to examine and audit the same
and to make transcripts there from, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions thereof and all
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with related work being carried on within
City's organization.
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Vision Internet
Community Relations 2010
Appropriation 1160- 435 -7004, $5,000.00, #1160 -435 -900, $20,000.00, #1160 -434 -1999, $20,960.00; P.O. #21497
Contract Not To Exceed $45,960.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA VISION INTERNET
by and through its Board of Public
Works and Safety
BY: BY:
Age
J es Brainard, Presiding Officer A orized Signature
ate: 4 7 2 3 -/Z) v1
a.;/:/;)-,v4g.14-4.4 Printed Name: *Q,Jtk v Lf
ary Burke, Member Title: a r S 4
Date: Q -Q �n7 a
FID/TIN: "15 Li C6O 0 b o
r
Lori S ember SSN if Sole Proprietor:
Date: /(Q Date: 11 a,C lv
ATTEST:
1
iana Cordray, IA i Clerk- Treasurer
Date: 07- 3—/ O
,L' 8..Wy ppnewyplge(wted Sev,`M2010.VISION INTERNET vwOn.,esl Sahm 'Juno to 1 ft. 9hQ 5
Exhibit A
SCOPE OF WORK
Following is the Scope of Work for the City of Carmel's "City
website to be performed by Vision Internet "Professional In
this document the words "we," "us," and "ours" refer to
Professional. The word "you" refers to City.
Implementation of the website will include:
Attractive Design: A website design that reflects the City,
draws people in, and makes it immediately obvious that the
website is the best place to get information and access
resources.
Intuitive Navigation: Information should be easy to find
with the most important information accessible from the
homepage to make it easier for website visitors.
Content Management System: Professional will implement the
Vision Content Management System (VCMS) to facilitate
management of content to non technical staff throughout the
City.
Integrated Interactive Components: Interactive components
should be implemented to make the website more engaging and
useful for users by allowing them to quickly zero -in on the
information most important to them.
Integration of Third -Party Tools and Databases: Tools and
databases should be used to enable citizens to access
government services at anytime and from anywhere.
Each of these recommendations is discussed in more detail in the
sections that follow.
Attractive Design
City will have a design that makes it stand out among cities on
both a regional and national basis. The City's website will be
inviting, easy to use, and will reflect your unique identity.
This will be accomplished through the following design
characteristics:
Creative design that incorporates custom design elements
and the most important information and keeps both easily
accessible from the homepage.
Photos and collages of recognizable landmarks, scenery of
the City, and the local area.
Consistent look and feel throughout the site to make it
easier for website visitors to navigate the site and find
information they need.
Use of Cascading Style Sheets to ensure future consistency
as well as separation of content and design. This makes it
City' s Initials
Professional' s Initials
"EXHIBIT -1 3
Exhibit A
much easier to apply a new design theme in the future
without the need to redevelop the underlying website.
Section 508 Compliant making it accessible to persons with
disabilities.
Easy to use drop down menus helping users to quickly
understand navigation and locate information with the least
amount of clicks.
Breadcrumbs showing the user's current path to let them
know exactly where they are on the website.
Intuitive Navigation
For your website, we recommend organizing information by
department, topic, and /or target users. Professional's approach
allows users to find information in the variety of ways that are
most important to them. This is because content is available
through multiple "paths" making it simple for users to search the
site regardless of their preferred method.
Content Management System
The City's website will utilize VCMS which was created in
Microsoft ASP.NET and SQL Server. Upon final payment,
Professional will provide City with the source code for City's
own use.
Included Interactive Components
In addition to the creative design, effective navigation, and
easy to use VCMS, we will provide the City with interactive
components for managing special types of content.
The Interactive Components to be utilized are:
Administration Tools I Want To...
Auto Archiving Image Library
Automatic Alt -Tags Integrated TwitterTM API
Automatic Image Resizing Job Postings
Community Spotlight Multilingual Translation
Connected Pages Navigation Control
Content Scheduling News and Newsletters
Document Central Printable Pages
Dynamic Breadcrumbs Quick Links
Dynamic Calendar System Rotating Homepage Banners
Dynamic Homepage RSS Feeds
Dynamic Department Site Audit Reports
Homepages Site Search
City' s Initials
Professional's Initials
LXHIBIT (3 3)
Exhibit A
e- Notification Sitemap Generator
Emergency Homepage Alert Staff Directory
Form /Survey Tool Weather Update
Forward to a Friend
Frequently Asked Questions
Customization of the Vision Content Management System includes
the frontend graphic design and layout as well as adding or
subtracting fields for your specific needs.
City's Initials
I I
Professional' s Initials
Exhibit A
TIMELINE
The table below shows our recommended development and launch
schedule along with a list of key deliverables /milestones.
Avg.
Implementation Step Duration
Vision Stage
Stakeholder surveys 2 4 Weeks
Brainstorming session
Concept Stage
Conceptualized sitemap 2 4 Weeks
Homepage layout wireframe
Design Stage
Up to three homepage design comprehensives
Custom icons, buttons, screen elements and3 4 Weeks
backgrounds
Complete navigation design
Development Stage
Programming of the website 4 9 Weeks
Migration of up to 200 pages of content
Quality Assurance and Documentation Stage
Completed website
Customized training manual 2 3 Weeks
Onsite training
Soft Launch Final Launch
Move website to production server
Continued final testing 2 Weeks
Website goes live
Total estimated time to launch 15 26
Weeks
The schedule may vary largely depending on optional components
and participant decision times.
City' s Initials
Professional' s Initials
Exhibit A
PRICING
Rate per
Services Hours- hour Budget
Consulting 47 $135 $6,345
Project Management 30 $135 $4,050
Design 46 $125 $5,750
Design Production 18 $95 $1,710
Dynamic Programming 121 $135 $16,335
HTML Programming 17 $85 $1,445
Content Migration 33 $85 $2,805
Quality Assurance 24 $105 $2,520
Training /Documentation 40 $125 $5,000
Total not to Exceed $45,960
Vision Internet is looking forward to building a long -term
relationship. As a token of our commitment to your success, we
will offer the following services at no cost:
Three months free maintenance and support' ($1,500 value)
One -year free Warranty ($5,000 value)
All travel costs ($1,500 value)
1 Up to five hours per month.
2 For details, see "Included Warranty" on page 35.
City's Initials
6I Professional's Initials
EXHI:Ird-5
Exhibit A
Optional Components
In the proposal, we outlined a number of options. You are in no
way obligated to accept these recommendations; we offer them to
demonstrate our forward thinking. Below is pricing for these
options:
Optional Component Budget
Business Directory $4,420
Design Themes $5,720
Mobile Device Compatibility TBD
Photo Gallery $4,420
Rotating Department Banners (est. price) to $3,000
Optional Maintenance and Support
Beyond the initial development of the website, Vision Internet is
able to provide ongoing website maintenance services. The
following table shows our maintenance fee structure for services
on an as- needed basis.
Maintenance Pricing Hourly Rate
Custom Programming $135
Graphic Design $125
Webmaster Service $105
HTML Programming /Content $85
Migration
Because Vision Internet is looking forward to building a long-
term relationship with you, we will provide three months FREE
website maintenance (up to five hours per month approximate
value $1,500).
3 Price for Mobile Device Compatibility will be based on the number of
pages to be converted. We can discuss this in more detail during your
project's consulting stage.
4 The price for Rotating Department Banners is dependent on the specific
requirements of the City. We can discuss this custom feature with you
during the consulting phase of your project.
City' s Initials
rc Professional' s Initials
Exhibit A
Optional Website Hosting
Hosting is an optional service that we provide to many of our
clients. Vision Internet can host your website for $200 per
month.
City' s Initials
Professional's Initials
3 99
Exhibit A
ADDITIONAL TERMS AND CONDITIONS
1. It is agreed that a designee of City, Nancy Heck, will
be project manager, with decision making authority on behalf of
City, for purposes of this Agreement.
2. Professional agrees to perform Website Development as
described in "Exhibit A" at a price of $45,960.
(a) City agrees to pay Professional as follows:
(i) An initial payment equal to 20% of the total
cost;
(ii) A payment equal to 20% of the total cost upon
City approval of the site map;
(iii) A payment equal to 20% of the total cost upon
City approval of homepage design comp;
(iv) A payment equal to 20% of the total cost upon
implementation of the Vision Content Management
System on a Professional's server;
(v) A payment equal to 20% of the total cost upon
completion of the website and City approval.
3. Professional shall provide at no charge, monthly
website maintenance and updates "Maintenance for up to five
hours each month for a period of three months commencing on the
date of the website launch. Maintenance beyond five hours per
month in the first three months is optional. Optional services
and maintenance after the first three months are considered Extra
Work as described in Paragraph 4.
4. Additional services not covered in this Agreement and
extra hours will be presented to City for approval prior to
commencement of work "Extra Work Extra Work will be billed at
Professional's prevailing hourly rates, which are currently as
follows: HTML Programming, Content Migration, $85 /hr; Graphic
Production $95 /hr; Quality Assurance, Testing, Debugging, Technical
Support, Webmaster Services, $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. City shall be responsible for any or
all additional fees including, without limitation: photography,
stock images, illustration, fonts, scanning, software,
City' s Initials
A___L Professional' s Initials
3 99
Exhibit A
applications, online promotion, marketing, copy writing, redesign,
change orders, mailings, and fees to any third party vendors if
applicable.
5. City shall supply all information to Professional in
digital format including without limitation copy, text, audio
files, video files, pdf files, photographs, artwork and
preexisting graphics.
6. City understands and agrees that Professional will
develop website frontend to be compatible with Internet Explorer
7.0 and 8.0 and Firefox 2.0 and 3.0. Website backend will be
compatible with Internet Explorer 7.0 and 8.0. Website may not
be compatible with previous or future versions. Website will be
optimized for 800 x 600 pixels resolution or above. City
understands and agrees that the website will be developed with
Hypertext Markup Language "HTML JavaScript, and Microsoft
ASP.NET "MS- ASP interfaced with a database created in
Microsoft SQL Server 2005 "MS- SQL City understands and
agrees that the website is developed to run on a Microsoft
Windows 2003 Server "MS- Server City is responsible for the
costs of all software licensing.
City understands and agrees that the website frontend will
be designed to be compliant with Section 508 guidelines on
accessibility. Content migrated into the website by Professional
will also be compliant. Compliance standards will be verified via
Watchfire's BobbyTM software prior to Completion. City understands
and agrees that website backend and third party tools may not be
Section 508 compliant.
7. Limited Warranty: Professional does warrant that all of
the deliverables included in this Agreement will be conveyed to
City. All programming code developed by Professional within the
project is warranted for a period of twelve (12) months from the
date of the completion of the website "Completion
Professional will create a back up of the website on the date of
Completion. If any warranted problem arises while City or its
designee is maintaining the website, Professional will restore
the website back to its condition as it existed at Completion.
If Professional is maintaining and hosting the website,
Professional shall restore the website back to its condition as
it existed at the day of the most recent backup. Professional
shall only be responsible for any costs associated with
correcting any unmodified programming code during this twelve
(12) month period following the Completion.
R s Initials
46 FXH Professional's Initials
Exhibit A
Except as expressly set forth in the immediately preceding
paragraph, Professional MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THIS SERVICE
FOR A PARTICULAR PURPOSE WHATSOEVER. In no event, at any time,
shall the aggregate liability of Professional exceed the amount
of fees paid by City to Professional and Professional shall not
be responsible for any lost profits or other damages, including
direct, indirect, incidental, special, consequential or any other
damages, however caused.
8. Professional does not warrant any results from the use
of any web pages created under this Agreement, including but not
limited to, the number of page or site visitations, download
speed, database performance, or the number of hits or
impressions.
9. Although Professional may offer an opinion about
possible results regarding the subject matter of this Agreement,
Professional cannot guarantee any particular result. City
acknowledges that Professional has made no promises about the
outcome and that any opinion offered by Professional in the
future will not constitute a guarantee.
10. Professional may use any web pages developed for the
City in any of its own promotional materials as examples of its
work. City agrees that Professional may place in the website
footer an unobtrusive text link reading "Developed by Vision
Internet" or the equivalent. Professional's footer text credit
shall always be linked to a Professional web page.
11. Each Party warrants that it holds all rights necessary
to display all the images, data, information or other items being
displayed at the City's web pages during the effective period of
this Agreement. City expressly authorizes Professional to display
and /or modify any City supplied images, data, information and
other items in connection with the services provided herein.
12. City agrees to use the website in strict accordance
with, but not limited to, all local, state, and federal laws.
City hereby agrees that any text, data, graphics, or any other
material published by City on its website is free from violation
of or infringement upon copyright, trademark, service mark,
patent, trade secret, statutory, common law or proprietary or
intellectual property rights of others, and is free from
obscenity or libel.
13. City will defend, hold harmless, and indemnify
Professional, its officers, directors, shareholders, employees,
and agents from and against all liability, loss, cost, expense,
City' s Initials
66 t 99 Professional' s Initials
Exhibit A
including reasonable attorney's fees, resulting from any claim of
injury to person, damages to property, or monetary damages
arising out of City's negligence or intentional misconduct or
failure to perform obligations under this Agreement.
14. Estimated times are included for convenience. Actual
times will vary depending on City interaction and participation.
However, the Parties agree to reasonably cooperate with one
another in the construction and design of the website in a timely
manner.
15. 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.
16. 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.
17. 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 or Parties prevailing shall be entitled to reasonable
attorney's fees and court costs incurred by reason of such
action.
18. Except for any injunctive relief or similar remedy,
which may be sought in any court of competent jurisdiction, any
controversy, dispute, claim or counterclaim, whether it involves
a disagreement about this Agreement or its meaning,
interpretation, or application; the performance of the Agreement;
questions of arbitrability as to subject matter of the dispute;
whether an agreement to arbitrate exists and, if so, whether it
covers the dispute[s] in question; or any other question of
arbitrability or form of disagreement or conflict among the
Parties to the Agreement, shall be submitted to final and binding
arbitration at the request of either Party, in accordance with
the Commercial Arbitration Rules of the American Arbitration
Association. Each Party shall be responsible for one -half of the
costs for the arbitrator(s) and arbitration.
19. 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
City' s Initials
q 6 Professional's Initials
EX M.r�
Exhibit A
effective upon Professional's receipt of an executed copy of this
Agreement.
20. Force Majeure: Any delay in the performance by either
Party hereto of its obligations hereunder shall be excused when
such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party,
including, without limitation, any act of God; any fire, flood,
or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war,
insurrection, riot, explosion or strike; provided, that written
notice thereof must be given by such Party to the other Party
within ten (10) days after occurrence of such cause or event.
21. City shall not disclose to any other entity or person
any information regarding the activities of the Professional,
except as required by law, Freedom of Information Act, or as
authorized by the Professional. City will notify Professional in
writing of any such requests.
22. Notwithstanding anything to the contrary in this
Agreement, in the event this Agreement is terminated without
cause, the City shall pay to Professional for all services
performed to the date of termination, and if the termination is
not due to any default of this Agreement by Professional, City
shall also pay to Professional the progress payment, as provided
in Paragraph 2, next due to occur following the date of
termination specified in the Notice of Termination. Upon
termination of the Agreement pursuant to this Section, the
Professional will submit an invoice to the City pursuant to
Paragraph 2.
23. In the case of any conflict between the Agreement,
Proposal, and Exhibit A, the following order of priority shall be
utilized: Agreement, Exhibit A, Proposal.
24. It is mutually agreed that all materials prepared by
the Professional under this Contract ("Work Product shall
become the property of the City, and the Professional shall have
no property right therein whatsoever. Immediately upon
termination, the City shall be entitled to, and the Professional
shall deliver to the City, all data, drawings, specifications,
reports, estimates, summaries and other such materials and
commission as may have been prepared or accumulated to date by
the Professional in performing this Contract which is not
City' s Initials
12
�a 1 2l Professional' Initials
3
Exhibit A
Professional's privileged information, as defined by law, or
Professional's personnel information.
Notwithstanding anything to the contrary in this Agreement,
Work Product shall not include the Vision Internet Content
Management Tool (also known as the Vision Content Management
Tool, VCMT, VCMS and the Vision Content Management System),
dynamic components, interactive components (collectively, the
"Professional's Proprietary Tools and other materials or
components reasonably designated by Professional, or any portion
thereof, which: (a) have been previously made available to the
public or which is made available to third parties by City
hereafter (except through ordinary interface with or use of
City's Website by members of the public), and /or (b) which was
already in Professional's possession prior to services performed
under this Agreement "Professional's Proprietary Information
Professional shall retain all right, title, and interest in all
of Professional's Proprietary Tools and Professional's
Proprietary Information; however, upon payment in full,
Professional hereby grants to City a perpetual, non exclusive,
royalty free license to use for its own use any of Professional's
Proprietary Tools and Professional's Proprietary Information that
is embedded in the Work Product.
CITY OF CARMEL
DATE:_ By:
Print Name_ Title
VISION INTERNET PROVIDERS, INC.
DATE: !VII By:
STEVEN CHAPIN Title: President
City' s Initials
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"EXHIBIT 4 13 -J Y9