HomeMy WebLinkAboutContract 1708 1i-o8
VISION
Name: Contract Administrator
Address:2530 Wilshire Blvd.,2"'Floor,Santa Monica,CA
Phone: (310)656-3100
Email: contracts @visionintemet.com
Fax: (310)656-3103
terms and conditions
These Terms and Conditions (this "Agreement") are made and entered into effective as of the date of the
lost 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 neretol sets forth the entire
terms and conditions by which Contractor will deliver and Customer will receive any and all of the services
provided oy Contractor, including one or more of the following: website development, shared website ana
database hosting, maintenance, visionlively 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 moaification is in writing and signed by botn Parties. This Agreement is intended to
cover any and all Services ordered oy 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 :nto this Agreement in exchange for payment of relatea fees
specified in such Adaendum(s) and compliance witn the terms and Conditions of this Agreement. To the extent
allowed by law, this Agreement, Client activities and all discussions regarding Client website development shall be
treatea as confidential and shall not oe disclosed to parties other than representatives of Contractor and the
authorizea representatives of Client. It is agreed that a aesignee of Client,
will be the project manager,with all decision making authority on behalf of Client,for purposes of this Agreement.
2. Subseauent Extra Work/Other Services. Additional services not initially covered in this Agreement
(including the Addendum referenced above) and extra hours will be presentea 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-l. E-2.etc..as applicable,and billed at Controctor's then prevailing hourly rates,
which ore currently as follows: Content Migration, $85/hr: Graphic Production. $95/hr: Quality Assurance, Testing,
Debugging. Technical Support, Webmaster Services, HTML Programming. $105/hr. Consulting, Project Management,
Database Design. Dynamic Programming. $135/hr; Graphic Design, Training, $125/hr: Straight flatbed scanning will be
billed at$10 per scan. Touch up work to images will be billed at the Graphic Design nouriy rote.Client shall be responsible
for any or all additional fees including,without limitation:photography,stock images,illustration,fonts,scanning,software,
applications, online promotion, marketing, copy writing. redesign, change orders, mailings. and fees to any third party
vendors if applicable. Calls outside of Business Hours for support services unrelated to the website being down for more
than ten(10)minutes will be subject to a minimum fee of$'35.
3. Documents 8. Data; limiteaLicensing of Intellectual Property. Contractor agrees that Client will
retain ownership of all information and content (including Client provided logos and images) owned e sively by
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Client and provided by Client for use on its website: and upon payment in full. Contractor also grants a
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 ore 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.
<. Limited Warranty, If Contractor performs Website Development and/or Custom Programming
services. Contractor warrants that all of the deliveraoles set forth in Addendum A will be conveyed to Client upon
transfer of the website to The proauction server or delivery of website files to Client f"Completion"), as applicable.
A:I orogramming 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 'rom 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
weosite bock 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 bock to its condition
as it existea at the day of the most recent backup.Contractor shall provide compiled code upon Ciient'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 CLIENT'S OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN `AS IS" 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 snail 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 ony kind. Client acknowledges that the information available tnrough the
interconnecting networks may not be accurate. Contractor has no ability or authority over the material. Ir
addition, Contractor has no liability for the quality,accuracy,or va.idity 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,
nosted and/or maintained under this Agreement,including but not limited to,the numoer of page or site visitations.
aownload speed, aatabase performance. or the number of hits or impressions. Although Contractor may offer a^
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 ypnteent. Each Party warrants that it holds all rights and/or licenses necessary tc
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 perioa of this Agreement. Client expressly authorizes Contractor to display
and/or modify any Client supplied images. data, information and other items in connection witn the services
providea herein.
7. Legal Use. Client agrees to use its website at all times in strict accordance with, but not limited to,
oil applicable laws, including local, state, and feaeral laws. Client nereoy agrees that any text, data, pnics. or
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any other material published by Client on its website is free from violation of or infringement upon copyright.
troaemark,service mark,potent,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 wit 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,'f 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 California, excluding choice of law provisions
thereof. Any cause of action of Client with respect to the services provided hereunder must be instituted within
one year 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"), shad not apply to this
Agreement and, to the extent that UCITA is applicable, the parties agree to opt-out of its applicability pursuant to
its provisions. in the event a judicial proceeding is necessary, except for permitted equitable relief, the sole forum
for resolving disputes arising under or relating to this Agreement are the State and/or federal district courts located
in the County of Los Angeles,State of California. and all related appellate courts, and the parties hereby consent
to the juristic•ion of such courts, and that venue shall be in the County of Los Angeles, State of California. Each
party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on grounas
of inconvenient forum. Service of process may be made in any manner provided for by applicable law.
I i, 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) has the authority to execute this
Agreement and each initialed Addendum for such person or entity,and (c) expressly consents and agrees that the
entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein.
14. Interpretation. it is understood and agreed that if any interpretation is to be made of this
Agreement,the some shall not be construed for or against any of the Parties.
15. Counsel. The Parties nave eocn been advised to seek independent!ego counse, in entering into
this Agreement and the transactions described herein. in the event a Party chooses not to seek independent lega:
counsel, that Party does so freely and knowingly and waives any such rights to counsel. As a result, the Parties do
not believe mat the presumpfons of Californ;a Civil Code section 1 654 relating to the interpretation•, ontracts
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against the drafter of any particular clause should be applied in this case and therefore the Parties knowingly ana
freely wave its effects.
16. 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 any Addenaum 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 Maieure. Any delay in the performance by either Party hereto of its obligations hereunder
shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond
the reasonable control o` such Party, including, without limitation. ony 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 sucn 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
unenforceaole by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect.
2'. Headings. The titles and headings of the paragraphs of this Agreement have peen inserted for
convenience of reference only and ore not intended to summarize or otherwise describe the subject matter of such
paragrapns ana 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 any termination or expiration of this Agreement.
23. Cooperative Programs. Contractor shall agree to offer the prices and terms and conditions
offerea 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. Dur:ng 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 employea 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 iquidated damages, an amount a ual to the
annual gross compensation (including all Salary. commissions, and bonuses, wnether paid in c , e uity or
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otherwise) paid to or earned by the applicable person(s)in the preceding twelve-month period.
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) aays after deposit in first class L.S.
mail.postage prepaid.to each Party as indicated on Page 1 of this Agreement.
,N WITNESS WHEREOF,the Parties have caused this Master Services Agreement to oe signed by their duly
authorized representatives and given effect as of the last signature date below(the "Effective Date").
"Client" "Contractor"
C.TY OF CATHEDRAL CITY VISION TECHNOLO Y SOLUTIONS,LLC,DBA VISION
INTERNET PROVIQE r.
Signature:
Signature:
Name: _ J 7T f( Name: David M.Nachmon
Title: �41�L�4h�y �L�'fat 4'. Title: Chief Executive Officer
Date: ql/rf i. Date: •fiT.=Mbce 15,2015
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Addendum A
website platform upgrade services
Sitemap Consultation and Rearrangement
Contractor will consult with Client on how best to organize website content. Contractor recommends organizing
information by service, topic, and/or target users. Content is available through multiple "paths". Based on the
updated sitemap.Contractor wit create a custom content migration script to move the content to its new location
on the upgraded website. Contractor will no develop a new sitemap or new content as port of the redesign, but
Will assist in transferring existing content into the new design.
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 visionCMSiM widget requirements.The Contractor will deliver the following:
One homepage design concept
Approved homepage design
Up to three interior page templates
Vision Content Management Systemrr"Interactive Components and Features
The Contractor will implement Client's website using the Vision Content Management SystemT%' (°visionCMS-M'),
Customization of the visionCMS'"includes the frontend graphic design and layout as well as adding or subtrocting
fields for your specific needs.
The visionCMS""will be implemented with the following components:
Audit Trail Log Flexible Site Variable Settings
Backend Content Title Search Image Library
Backend Dashboard Page Template Library
Broken Link Reporter Personal Toolbar
Content Review and Publishing Role-Based Security
Component Manager Scheduled Content Review
Content Scheduling SiteMaster Template Builder
Context Sensitive Online Help Submission Validation(reCAPTCHA)
Departmental Page Restrictions Recycle Bin
Document Central Updated and Expired Content Reporting
Drag and Drop Multiple File and Image Web Traffic Statistics
Uploading Widget-based Layout Options
Email Address Masking Workspace
Enhanced User Interface
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Advanced WYSIWYG Editor Table Wizard
Search and Replace Undo/Redo
Spell Checker User Commenting
Style Gallery Version Control
Automatic Breadcrumbs Navigation Control
Connected Pages Navigation Redirect
Content Categories Page Linking
Dynamic Drop Down Menus Quick Links
Error 404(Page Not Found)Handling Single-Source Publishing
External Link Splash Page Site Search(Google CSE)
Friendly URL Redirect Sitemap Generator
Business Directory In-page Content Editing
Business Submissions Job Application Manager
Community Spotlight Job Posts
Dynamic Calendar System News
Dynamic Homepage Online Polls
Event Registrations RFP Posts
Event Submissions Rotating Homepage Banners
Facilities Directory Service Directory
Facilities Reservations Single Sign On
Feedback Form Staff Directory
Form Builder Sticky News
Frequently Asked Questions
Department-Level Administration
Department-Level Navigation
Department-Level Sitemap
Audio and Video Embedding GovTrack CRAP'
Bookmark and Share OneClick Social Networking'
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eNotification Photo Gallery&Slideshow
Emergency Alert(site wide) RSS FeedReader-"'
Facebook FeedReader Social Media Feed Reader
Forward to a Friend Twitter FeedReader
Automatic Alt-Tags Printer Friendly Pages
Dynamic Font Resizing Table Accessibility Tools
Dynamic Reader Download Links
Approval Cycle Responsive Design with visionMobile`n'
Additional HTML Temp/ate
The Contractor will provide Client with an HTML template that vendors of third-party components can use.
Additional web-interfaces with third-party databases and systems ore outside the scope of work of this Addendum
A.
By initialing below,Client acknowledges that Client agrees to and understands the Project Notes Section.
While the most important tools and functions carry over to the new version, not all functionality
from Client's current content management system will be identical in the new platform. Please
note:
Any and all Client-created customizations or integrations to the site files or database will
not carry over to the new visionCMSTM. Client is responsible for identifying any Client-
created customizations and for implementing them in the new system.
The following component will carry over to the new visionCMS'm
Approval Cycle
Contractor will migrate existing content to the new site except for content from the
custom components above and from the Form Tool, Polling Tool, Service Requests and
Facilities directory. These Tools have been revamped and the Client will need to recreate
the content currently used on the website.
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The tote below shows the projected development and launch schedule a:ong with a list of Key
deliverables/milestones.
1 f
Initial kick-off call with Client's project manoger
Survey preparation and review 2-4 Weeks
Review project goals and timeline
Sitemap consultation and rearrangement
Unique.custom graphic design 5-8 Weeks
Custom icons,buttons,screen elements,and backgrounds
Homepage design comp
Implementation of visionCMSry
Integration of interactive components 4-9 Weeks
Initial(scripted)content migration
Final testing 2-3 Weeks
Up to 8 hours of web-based training
Final(scripted)content migration
Move website to production server 2 Weeks
Completed website
Website goes live
Total estimated time to launch 15-26 Weeks
The schedule may vary depending on additional components and participant decision times.
Client agrees to pay Contractor for Website Development as follows:
Price. Contractor agrees to perform work set forth in this Addendum A for$29,000.
2. Payment.Client agrees to pay Contractor as follows:
(a) 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.
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3. Non-Contractor Hosting. if Contractor is not providing 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 flct rate of$475 for up to four hours of Technical Support will be charged for assistance in setting
up the website according to Contractor's Standard Hosting Procedure.Any additional work will be billed at
the Tecnnical Support hourly rate.
1. Client understands and agrees that Contractor will develop website frontend to be compatible
with Internet Explorer 9. 10, and 11, and the latest released versions at the time of Completion of: Firefox,
Chrome. and Safari. Website backend will be compatible with Internet Explorer 9, 10, and 1 1, and the
.atest released version at the time of Completion of Firefox. Website may not be compatible with previous
or future versions. Website backenc will be optimized for 1024 x 768 pixels resolution or above. Client
understands and agrees that the website will oe developed with Hypertext Markup Language ("HTML"),
CSS. JavaScript, and Microsoft ASP.NET ("MS-ASP") interfaced with a database createa 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 v, if provided under this Agreement, will be compatible
with the latest releasea versions at the time of Completion of iOS Safari, Android Chrome, and Windows
Phone 7 Internet Explorer. visionMObile' 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
oe 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 SortSite'M to be compliant to
automatic checkpoints prior to Completion. Client understands and agrees that website backend and
third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by
Client or any third party.
3. Contractor may use any web pages developed for the Client it 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 mternet" or the equivalent. Contractor's tooter 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
aigital format including without limitation copy, text, aucio 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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Name: Contract Administrator
Address:2530 Wilshire Blvd.,2'"Floor,Santa Monica,CA
Phone: (310)656-3100
Email: contracts @visionintemet.com
Fax: (310)656-3103
terms and conditions
These Terms and Conditions (this -Agreement") are 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 wnich 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 neretol sets forth the entire
terms and conditions by which Contractor will deliver and Customer will receive any and all of the services
provided oy Contractor, including one or more of the following: website development, shared website ana
dotabose hosting, maintenance, visionlive'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 oy botn Parties. This Agreement is intended to
cove'any and all Services ordered oy Client and provided by Contractor.
Contractor will provide Services to Client as requested by Client and as set forth in The applicable
Addendum(
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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
Gropnic Design Development with one preliminary concept
Graphic Production
Contractor will not develop a sitemap or new content as part of the redesign, but will assis* 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 Cient's project,subject to upgrades and revisions based on
Contractor's then current Included Interactive Components listed on the Roodmap. Additional options may be
available and can be added for an additional fee.
Customizations.The following are customizations provided in Client's project:None.
Jnless Client has retained other Services from Contractor under the applicable Addendum, Client is solely
ona 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 o fee to be quoted by a Contractor
representative at the time of the request.
Contractor shall provide Subscription Services for a period of four years commencing when the website is
hostea on Contractor'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 at 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, ail 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 as set forth below.
Rote:$6,600 per year payable to Contractor in U.S.funds in advance,which rate snail 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 Gays of start of service or any renewal term.
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Id; Client shod use the Subscription Services in strict accordance with,but not limited to,all local,state,
and federal laws.Client shol;not use the Subscription Services for any unlawful or destructive purpose including,but
not limitea to,copyright and/or trademark infringement. Client nereby 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,
througnout the term of this Agreement, free from violation of or infringement upon copyright, trade service
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mark, patent, trade secret,statutory,common low or proprietary or intellectual property rights of others,and is tree
`'om 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 Clien•'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. Cliert shall not use Contractor's services as a door or signpost to another server,
fel Client shall not use Subscription Services in a manner in which system or network resources are
unreasonably denied to other Contractor clients.
(`I Client will have password access to the VCMS through the Subscription Services. Client agrees to
be responsible for keeping all passwords secure arc 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 Name and Secure Digital Certificate. If agreed to under this Agreement. Contractor will apply for
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(i.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. ,,3reach. 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 here-"der as if
access hop not been interrupter. !
14 Client's Initial$_ \�
Contractor's Initial ,,,fL
VISION
Addendum C
hosting services & fees
ment onoily omittea.
15 Client's Initial's-
—I/-
Contractor's Initials,2n1
VISION
Addendum D
maintenance services & fees
Intentionally omitted.
1
16 Client's Initials t+
,
Contractor's Initials pJ
VISION
Addendum E-
extra worn
Sample Only.
This Addendum E-_is made and entered into by Vision Technology Solutions.LLC (-Contractor") and the CITY OF
CATHEDRAL CITY.California ("Client")as of the date of full execution.
Contractor and Client hereby mutually acknowledge and agree that:
On DATE.Contractor and Client entered into the Master Services Agreement ("Agreement"),incorporated
herein by reference.
2. -he Agreement,including all other terms and conditions therein,shall continue in effect.
3. In the event of any conflict or inconsistency between the provisions of this Addendum E-1 ana the
Agreement,the provisions of this Addendum E-1 shall control to the extent of the services provided in this
Addendum.
Client agrees to pay Contractor as follows:
1. Eke. Contractor agrees to perform work set forth in this Addendum E- for($'BD).
2. Payment.Client agrees to pay Contractor in full upon execution of this Agreement.
(
17 \
Client's Initials '
Contractor's Initials .CI Ai
VISION
for the City of Cathedral City
Project Overview
Vision Internet Providers will perform the following services for the City of
Cathedral City:
Website Platform Upgrade Services
$29,000
visionLive Subscription Services
$6,600+5%increase
Contacts
Name: 3kd Pr 02,30(to
Address. 6)-q 00 Awe ox Lo 61,dr:rime& , urvrkeeicbd- 61111 j CA 2-2-
Phone: ?to ??-ti-03G f
Email: 31704447 014110066.1.-G1 41•
Fax:
Name: jbA/ /91" ‘112.91"20
Address:
Phone: Sta,plf "D yE
Email:
Fax:
Name:
Address:2530 Wilshire Blvd.,2' Floor,Santa Monica,CA 90403
Phone: (310)656-3100
Email:
Fax: (310)656-3103
1 Client's Initials I)
Contractor's Initials Dd