CONTRACT 5443 One Page Service Agreement CLOSED Agreement No. 5443
Services Agreement
SELLER: Vision Technoloov DATE MAILED: 1211412017
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI
Segundo. Only those items checked-off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or
88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property
damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except upon thirty (30) days' prior written notice to the City.
Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work.
® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence.
® Auto Liability, including owned, non-owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100,000-300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers`Comoensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and SELLER
signs statement to this effect.)
® Business License: The SELLER agrees to have a current City of EI Segundo license on file at City Hall or purchase said license
(at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @(310)524-2340 if you have questions.
❑ Copy of valid picture I,D. (Drivers license etc.)
PLEASE NOTE:ALL APPLICABLE INSURANCE AND OTHER REQUIREMENTS LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE
ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU(VIA FAX OR HARD COPY)BY THE RISK MANAGER/PURCHASING AGENT,THUS
AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Submitted by fcomolete all blanks, m i.",
t`° ti ui �'°,kt"°VL°"m" 11 �`611IV1114IkLmt Ilksl. l l u TiP°1711.1... m "9u
Company Name("Seller"): BY
(Print name&title):
Vision Technology
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Com an Street Address: Ve rl Aute or" Signature required:
P Y
222 N Sepulveda Blvd#1500 4M,�
City, State,Zip: D le`�gned; _.
EI Segundo, CA 90245
Phone: FAX:
(310)-266-0243 (310)-656-3103
Vendor's Email address: Vendor's Web site:
jredfern@visioninternet.com w,vwwmisioninternet.com
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Mail original agreement and insurance to:City of EI' egund'o—City Clerk 350 Main Street,Room 5,EI Segundo,CA 90245-'3813'
Originator/Department Corrlact:l �A Date initiated: "!
'u�ranc Approval; .•,, ) p�� Date App awed:
• C'it CNeK
Ci ltor'�roey City n km.
Vision Technology
Agreement No. 5443
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LY. The materials, supplies, or services (collectively, "Purchase") 10.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
covered by this Services Agreement("Agreement") must be furnished by Seller and against any claim, action, damages, costs (including, without limitation,
subject to all the terms and conditions contained in this Agreement which Seller, attorney's fees), injuries, or liability, arising out of the Purchase or the
in accepting this Agreement, agrees to be bound by and comply with in all Agreement, or their performance. Should City be named in any suit, or should
particulars. No other terms or conditions are binding upon the parties unless any claim be brought against it by suit or otherwise, whether the same be
subsequently agreed to in writing. Written acceptance or shipment of all or any groundless or not, arising out of the Purchase or Agreement, or their
portion of the Purchase covered by this Agreement constitutes unqualified performance, Seller will defend City (at City's request and with counsel
acceptance of all terms and conditions in this Agreement. The terms of any satisfactory to City) and indemnify City for any judgment rendered against it or
proposal referred to in this Agreement are included and made a part of the any sums paid out in settlement or otherwise. For purposes of this section"City"
Agreement only to the extent it specified the Purchase ordered, the price, and includes City's officers, elected officials, and employees. It is expressly
the delivery, and then only to the extent that such terms are consistent with the understood and agreed that the foregoing provisions will survive termination of
terms and conditions of this Agreement. this Agreement. The requirements as to the types and limits of insurance
2.CONSIDERATION. As consideration, City agrees to pay Seller for City's coverage to be maintained by Seller, and any approval of such insurance by
services not to exceed a total of $71,081.00 (Seventy-One Thousand and City, are not intended to and will not in any manner limit or qualify the liabilities
Eighty-One Dollars) for the work. City will pay for work as specified in the and obligations otherwise assumed by Seller pursuant to this Agreement,
attached Exhibit"A,"which is incorporated by reference. including,without limitation,to the provisions concerning indemnification.
3.INSPECTION. The Purchase furnished must be exactly as specified in this 11.WARRANTY. Seller agrees that the Purchase is covered by the most
Agreement,free from all defects in Seller's performance, design,workmanship, favorable commercial warranties the Seller gives to any customer for the same
and materials, and, except as otherwise provided, is subject to inspection and or substantially similar supplies or services, or such other more favorable
test by City at all times and places. If,before final acceptance,any Purchase is warranties as is specified in this Agreement. Warranties will be effective
found to be incomplete, or not as specified, City may reject it, require Seller to notwithstanding any inspection or acceptance of the Purchase by City.
correct it without charge, or require delivery of such Purchase at a reduction in 12.ASSIGNMENT.City may assign this Agreement. Except as to any payment
price that is equitable under the circumstances. If seller is unable or refuses to due under this Agreement, Seller may not assign or subcontract the Agreement
correct such items within a time deemed reasonable by City,City may terminate without City's written approval. Should City give consent,it will not relieve Seller
the Agreement in whole or in part. Seller bears all risks as to reject Purchases from any obligations under this Agreement and any transferee or subcontractor
and, in addition to any costs for which Seller may become liable to City under will be considered Seller's agent.
other provisions of this Agreement, must reimburse City for all transportation 13.INSURANCE. Seller must provide the insurance indicated on the face sheet
costs,other related costs incurred,or payments to Seller in accordance with the of this Services Agreement.
terms of this Agreement for unaccepted Purchases. Notwithstanding City's 14.PERMITS. Seller must procure all necessary permits and licenses,and abide
acceptance of any Purchase, Seller is liable for latent defects, fraud, or such by all federal,state,and local laws,for performing this Agreement.
gross mistakes as constitute fraud. 15.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as
4.CHANGES. City may make changes within the general scope of this an independent contractor and will have control of all work and the manner in
Agreement in drawings and specifications for specially manufactured supplies, which is it performed. Seller will be free to contract for similar service to be
place of delivery,method of shipment or packing of the order by giving notice to performed for other employers while under contract with City. Seller is not an
Seller and subsequently confirming such changes in writing. If such changes agent or employee of City and is not entitled to participate in any pension plan,
affect the cost of or the time required for performance of this Agreement, an insurance, bonus or similar benefits City provides for its employees. Any
equitable adjustment in the price or delivery or both must be made. No change provision in this Agreement that may appear to give City the right to direct Seller
by Seller is allowed without City's written approval. Any claim by Seller for an as to the details of doing the work or to exercise a measure of control over the
adjustment under this section must be made in writing within thirty (30) days work means that Seller will follow the direction of the City as to end results of the
from the date of receipt by Seller of notification of such change unless City work only.
waives this condition in writing. Nothing in this section excuses Seller from 16.WAIVER. City's review or acceptance of, or payment for, work product
proceeding with performance of the order as changed. prepared by Seller under this Agreement will not be construed to operate as a
5. TERMINATION. City may terminate this Agreement at any time, either waiver of any rights City may have under this Agreement or of any cause of
verbally or in writing, with or without cause. Should termination occur, City will action arising from Sellers performance. A waiver by City of any breach of any
pay Seller as full performance until such termination the unit or pro rata order term, covenant, or condition contained in this Agreement will not be deemed to
price for the performed and accepted portion of the Purchase. City may provide be a waiver of any subsequent breach of the same or any other term,covenant,
written notice of termination for Seller's default if Seller refuses or fails to comply or condition contained in this Agreement, whether of the same or different
with this Agreement. If Seller does not cure such failure within a reasonable time character.
period, or fails to perform the Purchase within the time specified(or allowed by 17.INTERPRETATION. This Agreement was drafted in,and will be construed in
extension),Seller will be liable to City for any excess costs incurred by City. accordance with the laws of the State of California,and exclusive venue for any
6.TIME EXTENSION. City may extend the time for completion if, in City's sole action involving this agreement will be in Los Angeles County.
determination, Seller was delayed because of causes beyond Seller's control
and without Seller's fault or negligence. In the event delay was caused by City,
Seller's sole remedy is limited to recovering money actually and necessarily Materials,supplies or services to include:
expended by Seller because of the delay;there is no right to recover anticipated
profit. Refer to attached Exhibit"A"and Exhibit"B"
7.REMEDIES CUMULATIVE. City's rights and remedies under this Agreement
are not exclusive and are in addition to any rights and remedies provided by law.
B.TITLE. Title to materials and supplies purchased under this Agreement pass
directly from Seller to City upon City's written acceptance following an actual
inspection and City's opportunity to reject.
9.13AYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing expenses
unless specified in this Agreement. Drafts will not be honored.
Vision Technology
Agreement No. 5443
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John Redfern
Regional Sales Manager
310.266.0u^243 / 310.656.3103 fax
Vision
222 N Sepulveda Blvd, Suite 1500
EI Segundo, CA 90245
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Date: December 11, 2017
Agreement No. 5443
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Price
Project Summary
Below is a summary of costs for your project.
Items Costs
-------------
Website Development
s Project Management
s Consultation
e Programming/CMS Implementation
* Mobile/Responsive Web Design Implementation
a Content Strategy Package—Basic
e Extranet $34,530
s Google Translate
e Online Payment Integration
SMS Component
e Streaming Video Center
Vision Search
s Yahoo Weather
s Advanced Desi n Package
Economic Development Website Development
e Project Management
e Consultation
e Programming/CMS Implementation
e Mobile/Responsive Web Design Implementation
Content Strategy Package—Basic
s Extranet $15,000
e Google Translate
* Online Payment Integra#ion
a SMS Component
e Streaming Video Center
e Vision Search
s Yahoo Weather
e Advanced Desi n Package
visionLive Standard Edition $5,000/year plus a 5% annual
increase
$49,530
TOTAL $5,000/year plus a
50/b annual increase
Agreement No. 5443
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Agreement No. 5443
V IS I N"'
for City of El Segundo
This Master Services Agreement( Agreement'D is made and entered into effective as of the date of the last signature
below(the"Effective Date'D by and between Vision Technology Solutions,LLC dba VISION("Contractor'D,and the customer
which is a signatory hereto("Client'. Client and Contractor are sometimes individually referred to as a"Party"and collectively
as the"Parties."
1. Services. This Agreement (which includes and incorporates the Addendum(s) attached hereto and
Contractor's acceptable use policy ( AUP'D posted at www.visioninternet.com/about/legal) sets forth the entire terms and
conditions by which Contractor will deliver and Client will receive any and all of the services provided by Contractor, including
one or more of the following: website development, visionLiveTM subscription services, and/or other extra work and services
(collectively, the "Services'D. This Agreement is intended to cover any and all Services ordered by Client and provided by
Contractor. Contractor will provide Services to Client as requested by Client and as set forth in the applicable Addendum(s) in
exchange for payment of related fees specified in such Addendum(s), and compliance with the terms and conditions of this
Agreement,and compliance with Contractor's AUP as such policy may change from time to time.
1.1. Website Develounent 5endm.Contractor agrees to provide website development services,as more
particularly described in Addendum A, in exchange for payment of fees and compliance with the terms and conditions of this
Agreement.
1.1.1. Client understands and agrees that Contractor will develop website frontend to be
compatible with Internet Explorer 11, Microsoft Edge,and the latest released versions of Chrome,Firefox,and Safari at the time
of Completion. Website backend will be compatible with Internet Explorer 11, Microsoft Edge and the latest released version of
Chrome and Firefox at the time of Completion. Website may not be compatible with previous or future versions. Website
backend will be optimized for 1024 x 768 pixels resolution or above. Client understands and agrees that the website will be
developed with Hypertext Markup Language("HTML"), CSS,JavaScript,and Microsoft ASP.NET("MS-ASP'o interfaced with a
database created in Microsoft SQL Server("MS-SQL's. Client understands and agrees that the website is developed to run on
a Microsoft Windows Server 2012 ("MS-Server'o, or later. Responsive Website Design with visionMobile DesignerTM mobile
browsers will be compatible with the latest released version at the time of Completion of iOS Safari, Android Browser, Google
Chrome, and Internet Explorer, but may not be compatible with previous or future versions. 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".
1.1.2. Contractor will design the website frontend navigation and graphic design to be generally
compliant with WCAG 2.0 A. Client further understands and agrees that content, website backend, and third-party tools may
not be compliant with Section 508 or WCAG 2.0.
1.2. visionLiveTM Subscriution Services. Contractor agrees to provide VCMS Licensing Services, Support
Services, and Hosting Services (collectively "Subscription Services'D to the Client in exchange for payment of fees and
compliance with the terms and conditions of this Agreement. As used throughout this Agreement, "VCMS"shall mean Vision
Content Management SystemTM, also known as the Vision Internet Content Management System, VCMT,VCMS and the Vision
Content Management Tool.
1.2.1. Subscription. Contractor will provide Client a subscription to access and use the VCMS.
VCMS Licensing Services include:
(a) Functional enhancements to VCMS components.
(b) New VCMS Interactive Components that may be released from time to time by
SFVS20170620 1
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Contractor.
(c) Bug fixes to the VCMS code.
(d) Updates to provide compatibility to future versions of Supported Web Browsers
within three months of their release. Compatibility with previous versions of
Supported Web Browsers is not guaranteed.
VCMS Licensing Services do not include:
(a) Optional Interactive Components.
(b) Modules, Programs, or Software Applications.
(c) Conversion to new platforms.
(d) Modification of third-party products.
(e) Compatibility with Client's third-party products.
(f) Website design services.
(g) New Products. Contractor may from time to time release new software with
capabilities substantially different from or greater than the VCMS and which
therefore do not constitute System Updates or New VCMS Interactive Components.
(h) All other services not expressly provided for in this Agreement and its applicable
Addendum(s).
1.2.2. SUDDort Services. Support Services is defined as technical support, account management,
and education and training for the VCMS; provided, however, Client does not(1)(a) modify the VCMS or(1)(b) use the VCMS
in combination with any third-party system not authorized by Contractor, and (2) maintains a visionLiveTM Subscription in
accordance with this Agreement. Contractor will provide Support Services to a designated Client account manager, system
administrator or webmaster. Technical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific
Time,Monday through Friday excluding holidays("Business Hours'j,with emergency support available 24 hours a day,7 days
a week.An emergency is defined as Client's website being down for more than ten (10) minutes. Support Services also include:
(a) Shared Account Nlanaoer
(b) Account Manaoement'*
o Account reviews(Health Checks)z
o Site analytics report3
o Graphics site audit4
o Site improvement credits
(c) 'Education and T'rainino
o Training and best practices webinars
o Access to On-Demand Training Library
o On-going new feature training (via remote meeting service)
o Monthly office hours(via remote meeting service)
1.2.3. Hostina Services. Contractor will provide shared website hosting on a Microsoft Windows
Server and shared database hosting on a Microsoft SQL Server for one (1) unique VCMS website. The shared server hosting
service includes:
(a) SOC-certified datacenter
(b) Full hardware redundancy
(c) Redundant generator backup
Health Checks,Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement.
z Included with each Advanced Subsite as applicable.
3 Included with each Advanced Subsite as applicable.
' Included with each Advanced Subsite as applicable.
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VISIOIN"'
(d) Daily data backups
(e) Intrusion protection
(f) 24/7 monitoring
(g) 99.9% uptime
(h) DDoS mitigation service
(i) Website content storages
(j) Standard disaster recovery service with 90 minute failover
1.2.4. 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 Agreement. Any changes,alterations
or modification requested by the Client to its website and/or intranet may be subject to a fee to be quoted by a Contractor
representative at the time of the request.Client may, at any time, upgrade from its current edition to either a Standard or Plus
Edition,as applicable.Client may not,during the Initial Term (defined below)or any renewal term,downgrade from its current
edition to either a Standard or Basic Edition,as applicable. Client acknowledges that the Subscription Services may be modified
or improved because of the dynamic nature of technology. Contractor may,from time to time, make minor modifications to the
Subscription Services, as a whole or any part thereof. Such minor modifications may be implemented at any time and without
notice to Client.Continued use of the Subscription Services following any modification shall constitute binding acceptance of the
modification.
2. Subseouent 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
CC=1,L_,etc.,as applicable,and such Addendum shall become part of this Agreement when executed by both parties.Such addendum
will be billed at Contractor's then prevailing hourly rates,which are currently as follows:Content Migration,$85/hr;Graphic Production,
$95/hr; Quality Assurance,Testing, Debugging,Technical Support, Webmaster Services, HTML Programming, $105/hr; Consulting,
Project Management,Database Design,Dynamic Programming,$135/hr;Graphic Design,Training,$125/hr;Straight flatbed scanning
will be billed at$10 per scan. Touch up work to images will be billed at the Graphic Design hourly rate.Client shall be responsible for
any or all additional fees including,without limitation: photography,stock images, illustration,fonts,scanning,software,applications,
online promotion,marketing,copy writing, redesign,change orders, mailings,and fees to any third party vendors if applicable. Calls
outside of Business Hours for support services unrelated to the website being down for more than ten(10)minutes will be subject to
a minimum fee of$135.
3. Ciwnersh'io: Limited Licensing of Intellectual Prooerty.
3.1. Designs. Upon payment in full of the website development fees provided under Addendum A,
Contractor grants a non-exclusive, non-transferrable, and perpetual license for Client to reproduce, modify or create derivative
works for its own use, public display,and use any and all of Contractor's copyrights in the homepage layout wireframe,sitemap,
draft homepage design concept(s)interior page layouts(collectively,the"Contractor Designs' embodied in Client's website,
which are prepared or caused to be prepared by Contractor under this Agreement. The Contractor Designs provided under this
Agreement is licensed and not sold. Client understands and agrees that the Contractor Designs as a whole is an original work
of authorship by Contractor and that Contractor shall retain all rights,title, and interests therein. Contractor retains its right to
use any web pages developed for the Client in any of its own promotional materials as examples of its work.
3.2. Vision Content Management Svstem'Tm. Contractor also grants Client a limited, non-exclusive, and
non-transferrable subscription to access and use one instance of the VCMS and Dynamic and Interactive Components of the
VCMS to the extent necessary for the Client's use and operation of its website; provided,Client does not(1)(a)modify the VCMS
or(1)(b)use the VCMS in combination with any third-party system not authorized by Contractor,and(2)maintains a visionLiveTm
Subscription in accordance with this Agreement. The VCMS provided under this Agreement is not for sale,and Client understands
and agrees that Contractor shall retain all rights, title, and interests in the VCMS, Dynamic and Interactive Components, and
any other Contractor intellectual property not provided for in this Section.
5 For the main website,visionLive Standard subscribers have up to 50GB of storage,and visionLive Plus subscribers have
up to 250GB of storage. Each Advanced subsite has up to 10GB of storage, regardless of visionLive edition. Each Basic
subsite has up to 5GB of storage,regardless of visionLive edition.
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V 1: S I
N"
3.3. gjgLiLa&qggirdino Content. Each Party warrants that it holds all rights and/or licenses necessary to
display all of the images,data, information or other items supplied by such Party and being displayed on the Client's web pages
during the effective period of this Agreement. Contractor agrees that Client will retain ownership of all information and content
(including Client provided logos and images) owned exclusively by Client and provided by Client for use on its website. Client
shall supply all necessary information to Contractor in a timely manner in digital format including without limitation copy, text,
audio files, video files, pdf files, photographs, artwork, and preexisting graphics. Contractor is not responsible for content
migrated by Client or any third party. Client expressly authorizes Contractor to display and/or modify any Client supplied images,
data, information and other items in connection with the services provided herein.
4. Limited Warrantv. Contractor warrants that website development and/or custom programming deliverables
will be conveyed to Client upon transfer of the website to the production server with a public Internet Protocol address
( Completion'J. All VCMS programming code developed by Contractor is warranted to be free of any material errors or bugs
that prevent the code from performing as originally intended ("Warranted Problem'; provided, however, Client does not
(1)(a) modify the VCMS or(1)(b) use the VCMS in combination with any third-party system not authorized by Contractor, and
(2) maintains a visionLiveTM Subscription in accordance with this Agreement. In the event of breach of the limited warranty in
this Section, Client's sole remedy and Contractor's entire liability shall be limited to Contractor's correction of the Warranted
Problem. Except as expressly set forth above,CONTRACTOR MAKES NO GUARANTEE OR WARRANTY OF ANY KIND,WHETHER
EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE
WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THERE FROM IS AT CLIENTS
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 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,misdeliveries,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. Invoices. Contractor will submit itemized invoices to Client for the payments required by the applicable
Service(s),and all invoices will be due and payable within 30 days. Payments not received by Contractor 30 days after the date
of the invoice will be considered delinquent. Returned checks are subject to a charge of$25.00. Client agrees to be liable for
all costs of collection of any delinquent invoices including, but not limited to,collection agency fees, reasonable attorneys'fees,
and court costs.
5.1. Website Development
5.1.1. Price.Client agrees to pay and Contractor agrees to perform Website Development services
for$49,530.00.
5.1.2. Payment. Contractor will submit itemized invoices to Client for the payments required by
this Section,and all invoices will be due and payable within 30 days:
(a) An initial payment equal to 40%of the total cost;
(b) A payment equal to 20% of the total cost upon Contractor's delivery of the draft
homepage design concept(s)to the Client;
(c) A payment equal to 20%of the total cost upon implementation of the main website
into the VCMS on a Contractor-hosted development server; and
(d) A payment equal to 20% of the total cost upon Completion; provided, however
that Client has completed training. If Client has not completed training,then Contractor shall invoice
Client at the earlier of: (i)completion of training,or(ii)21 days after Completion.
SFVS20170620 4
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Vlsl ��101N
III—=
5.2. Non-Contractor Hosting. If Contractor is not providing hosting services then, at Client's request,
Contractor will assist Client with setting up the website on Client's server. A flat rate of$475 for up to four hours of Technical
Support will be charged for assistance in setting up the website according to Contractor's Standard Hosting Procedure. Any
additional work will be billed at the Technical Support hourly rate.
5.3. 5.W,l ca; tz ra ees'. All Subscription Services provided for the Client during the first year of the
Agreement shall be at no cost to Client. Contractor shall invoice Client $5,000.00 per year beginning the second year of this
Agreement,which rate shall be increased by five percent(5%) per year,for each year of the Agreement Term,and any and all
renewal terms. Contractor shall invoice Client annually every year thereafter, including any renewal term. All invoices are due
and payable by Client within 30 days. Websites and/or Contractor-hosted intranets exceeding their storage allowance shall be
subject to an additional monthly fee of $50 per 5GB increment. Each Advanced Subsite exceeding 10 GB of storage shall be
subject to an additional monthly fee of$50 per 5GB increment. Each Basic Subsite exceeding 5 GB of storage shall be subject
to an additional monthly fee of$50 per 5GB increment.
6. Contractor's Mark. Client agrees that Contractor may place in the website footer an unobtrusive text link
reading"Created by Vision"or the equivalent. Contractor's footer text credit shall always be linked to a Contractor web page.
7. Indemnitv.
7.1. Indemnification of Contractor. Client will defend, hold harmless, and indemnify Contractor, its
officers,directors, shareholders,employees,and agents from and against all Costs resulting from any claim of injury to person,
damages to property, or monetary damages arising out of Client's negligence or intentional misconduct or failure to perform
obligations under this Agreement.
7.2. Intellectual Prooerty Indemnity. Contractor will defend, hold harmless and indemnify Client
against any third-party action, suit, or proceeding ( Claims' for infringement or alleged infringement of any United States'
letters patent, trademark, or copyright ("Intellectual Property's contained in Contractor's VCMS provided under this
Agreement. Notwithstanding the foregoing, Contractor shall have no defense or indemnity obligations for Intellectual Property
modified by a party other than Contractor, for Intellectual Property modified in accordance with Client's specifications or
instructions, or Claims of infringement based on Client's other products or other third-party products.
8. Timing. Estimated times are included for convenience. Actual times will vary depending on Client interaction
and participation. However, the Parties agree to reasonably cooperate with one another in all respects including, if applicable,
in the construction and design of the website in a timely manner.
9. 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 C'UCITA'�, shall not apply to this Agreement and,to the extent that UCITA is applicable,the parties agree to opt-
out of its applicability pursuant to its provisions. In the event a judicial proceeding is necessary,except for permitted equitable
relief,the sole forum for resolving disputes arising under or relating to this Agreement are the State and/or federal district courts
located in the State of California, and all related appellate courts, and the parties hereby consent to the jurisdiction of such
courts,and that venue shall be in the State of California. Each party hereto waives any right to challenge or move the foregoing
designated jurisdictions and venue on grounds of inconvenient forum. Service of process may be made in any manner provided
for by applicable law.
10. Modification and Waiver.
10.1. Modification. Any modification of this Agreement is valid only if the modification is in writing and
signed by both Parties.
10.2. Waiver. The waiver by one Party of any term or condition of this Agreement,or any breach thereof,
shall be in writing and shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
SFVS20170620 5
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VISUOIN"'
10.3. Conduct. Neither the course of conduct between the Parties nor any trade practice shall act to modify the provisions
of this Agreement, except as expressly stated herein.
11. Confidentiality. To the extent permitted by law, Contractor's Confidential Information shall be treated as
confidential and shall not be disclosed to parties other than representatives of Contractor and the authorized representatives of
Client, and shall be used only in furtherance of the Services provided under this Agreement. As used in this Agreement, the
term"Confidential Information"means(a) proprietary information of Contractor, (b) information marked or designated by
Contractor as confidential, (c) information, whether or not in written form and whether or not designated as confidential, that
is known to the Client as being treated by Contractor as confidential, or(d) information provided to Contractor by third parties
that Contractor is obligated to keep confidential. Confidential Information includes, but is not limited to, all files, writings and
documents, recordings, including without limitation all information contained therein, all extractions, notes, compilations and
summaries prepared or derived therefrom, copyrights, trademarks, service marks, patents, trade secrets, programs, source
code,object code,demos,demonstrations(whether in written,oral, graphic,encoded,encrypted,tangible,or intangible forms,
in any media whatsoever)including without limitation demonstrations, know-how,techniques,designs,specifications,drawings,
compilations,diagrams, models, samples,Flow charts, computer programs, and codes.
12. Entire A reement. 'Tbe MSA,including any Exhibits,Attachments and any Statements of Work constitutes the
entire agreement of the Parties with respect to its subject matter, supersedes any and all prior or contemporaneous proposals,
agreements and understandings of the Parties, whether written or oral.
13. 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. In the event of conflict between an attachment and the terms and
conditions of this Agreement,then the following hierarchy of interpretation shall govern:
13.1. Terms and conditions of this Agreement;
13.2. Final cost and scope of work under Addendum A;
13.3. Contractor's response to Client's request for RFP, RFQ or RFI;
13.4. Clients RFP, RFQ, or RFI.
14. Counsel. The Parties have each been advised to seek independent legal counsel in entering into this
Agreement and the transactions described herein. In the event a Party chooses not to seek independent legal counsel, that
Party does so freely and knowingly and waives any such rights to counsel. As a result, the Parties do not believe that any
presumption relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case
and therefore the Parties knowingly and freely waive its effects. Since the Parties or their agents have participated fully in the
preparation of this Agreement,the language of this Agreement shall be construed simply,according to its fair meaning,and not
strictly for or against any Party.
15. Prevailina Partv. 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.
16. Independent Contractor Relationship. The relationship of Contractor, including, without limitation, its
employees and subcontractors) with Client is that of an independent contractor and nothing in this Agreement and/or any
Addendum shall be construed to create a partnership, joint venture, or employer-employee relationship.
Contractor acknowledges and agrees that neither it, nor any of its employees or subcontractors, is or shall be an agent of Client
and none of the foregoing is or shall be authorized to make any representation,contract, or commitment on behalf of Client.
17. Counterparts. This Agreement may be executed in counterparts,each of which shall be an original and all of
which together shall constitute one and the same Agreement. This Agreement becomes effective upon Contractor's receipt of
an executed copy of this Agreement.
18. Force Maieure. Any delay in the performance by either Party hereto of its obligations hereunder shall be
excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control
of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm,
SFVS20170620 6
Agreement No. 5443
VISLON1
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 twenty(20)days after occurrence of such cause or
event.
19. Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a
court of competent jurisdiction,the remaining provisions shall continue in full force and effect.
20. Headings. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of
reference only and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be
given any consideration in the construction of this Agreement.
21. Survival. The terms and conditions of Sections 4 (Limited Warranty), 9 (Governing Law & Venue), 11
(Confidentiality), 15 (Prevailing Party), 21 (Survival), 24 (No Hire), and 26.3 (Obligations upon Termination) shall survive any
termination or expiration of this Agreement.
22. Cooperative Proorgm. Contractor shall agree to offer the prices and terms and conditions offered herein to
other state, local, county, education, and municipal government agencies in the United States who wish to participate in a
cooperative purchase program with Contractor.
23. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or
entity other than the Parties and their respective successors and permitted assigns.
24. No Hire. During the period Contractor provides any Services to Client and for one(1)year thereafter, Client
shall not, directly or indirectly, solicit or offer to hire, hire, or retain as an employee or contractor persons employed or retained
then or within the preceding six(6) months by Contractor(or any of its affiliates),without Contractor's prior written consent in
each instance; provided, nothing contained herein shall prevent employment of any person who responds to a general media
advertisement or non-directed search inquiry, or who makes an unsolicited contact for employment.
25. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights,
interests or obligations hereunder without the prior written approval of the other Party hereto, except that Contractor may
assign this Agreement without Client's consent to an"Affiliate"of Contractor or in connection with an acquisition of Contractor,
merger (whether Contractor is the surviving or disappearing entity) or consolidation of Contractor with another entity, or in
connection with the sale, assignment,or majority transfer of any stock, membership or other ownership interest in Contractor.
"Affiliate"shall mean (a)a domestic entity formed, existing and governed pursuant to the laws of one of the fifty(50) states
of the United States of America(or the District of Columbia)controlling,controlled by,or under common control with Contractor.
26. Term. This Agreement will remain in effect for 5 years from the Effective Date("Initial Term'D.Thereafter,
it will renew for successive 1 year periods, unless either Party refuses such renewal by written notice 30 or more days before
the end of the current term.
26.1. Terminatign fgLQkMg.This Agreement may also be terminated by the non-breaching party for cause
in the event of a material breach of this Agreement or failure to substantially perform obligations; provided, however,that the
non-breaching party has given notice to the defaulting party,which fails to cure the default within 30 days after such notice.
26.2. Non-Aoorooriation of Funds. In the event no funds or insufficient funds are appropriated and
budgeted or are otherwise unavailable in any fiscal year for payments due under this Agreement, then Client, upon written
notice to Contractor of such occurrence, shall have the unqualified right to terminate this Agreement without any penalty or
expense to the Client,except the Client shall pay to the Contractor a sum of money equal to the work completed.
26.3 Obligations uoon Termination. Client shall permanently delete all copies of the VCMS upon
termination of this Agreement. Client shall have thirty(30) days after termination of this Agreement to export Client content to
its server or systems. At Client's request,Contractor will assist Client with exporting Client content to Client's server or system,
which shall be treated as Extra Work.
SFVS20170620 7
Agreement No. 5443
VISIC)
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 follows:
Client
Name:
......................
Address:
Phone:
Email:
Fax:
Contractor
Name: Contract Manager
Address: 222 N. Sepulveda Blvd., Suite 1500, EI Segundo,CA 90245
Phone: (310)656-3100
Email: ,pnwas��vcoax tot_e r s9 L ink
Fax: (310)656-3103
28. Insurance. Contractor shall maintain the following insurance policies during the Term of this Agreement:
28.1. Commercial General Liabilitv Insurance. Contractor shall maintain in force for the duration of the
contracted period Commercial General Liability Insurance with a limit of not less than $1,000,000 per occurrence/aggregate.
28.2. Professional Liabilitv Insurance. Contractor shall maintain in force for the duration of the contracted
period Professional Liability(Errors&Omissions)Insurance with a limit of not less than $1,500,000 per occurrence.
28.3. (ober Liability Insurance. Contractor shall maintain in force for the duration of the contracted period
Cyber Liability Insurance with a limit of not less than $1,500,000 per occurrence.
28.4. Business Automobile Liabilitv Insurance. Contractor shall maintain in force for the duration of the
contracted period Business Automobile Liability Insurance with a limit not less than $1,000,000 each accident for all non-owned
and hired automobiles.
28.5. Workers Compensation. Contractor shall maintain in force for the duration of the contracted period
Workers Compensation Insurance at Client's statutory limits.
29. 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.
SFVS20170620 8
Agreement No. 5443
VISUOIN"
FINAL SCOPE OF WORK & COST
Website D evelop!pent
SERVICk OTY cosy
WEBSITE DEVELOPMENT PACKAGE 1 $34,530.00
The website development package includes:
• Project Management
• Consultation
• Programming/CMS Implementation
• Mobile/ Responsive Web Design Implementation
• Content Strategy Package—Basic
• Extranet
• Google Translate
• Online Payment Integration
« SMS Component
• Streaming Video Center
« Vision Search
« Yahoo Weather
• Web-based Training
• 200 Pages of Content Migration
• Advanced Design Package
Includes Advanced UX plus one option from the following:
• Video background homepage
• Video/image carousel background homepage
• Anchored scrolling homepage
2016-1202 vS/Pe
Agreement No. 5443
V I S I �N"'
..........
Website M evelo meni
SERVICE OTY COST
Economic Development Website Development 1 $15,000.00
The website development package includes:
• Project Management
• Consultation
• Programming/CMS Implementation
* Mobile/ Responsive Web Design Implementation
Content Strategy Package— Basic
• Extranet
• Google Translate
• Online Payment Integration
• SMS Component
• Streaming Video Center
• Vision Search
• Yahoo Weather
• Web-based Training
• 200 Pages of Content Migration
• Advanced Design Package
Includes Advanced UX plus one option from the following:
• Video background homepage
• Video/image carousel background homepage
• Anchored scrolling homepage
Software
vLive Edition OTY COST
vLIVE STANDARD EDITION 1 See 5 Year Total
Cost Summary
for details
vLIVE FOR ADVANCED SUBSITE 1 See 5 Year Total
Cost Summary
for details
1"ot a Prpiect Fees X_9 530.00
2016-1202 vS/Pe
Agreement No. 5443
N"
V I Is
5 Year Total Cost Summary
Year 1 $49,530.00
Included Professional Services and FREE 1st Year of:
vLive Standard Edition
vLive for Advanced Subsite
Year 2 $5,000.00
2nd Year of:
vLive Standard Edition
vLive for Advanced Subsite
Year 3 $5,250.00
3rd Year of:
vLive Standard Edition
vLive for Advanced Subsite
Year 4 $5,513.00
41h Year of:
vLive Standard Edition
vLive for Advanced Subsite _
Year 5 $5,788.00
5th Year of:
vLive Standard Edition
vLive for Advanced Subsite
V 5 Year Total $71,051.00 �I
2016-1202 vS/Pe