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16-099 Vision Technology Solutions, LLC, dba Vision Internet Providers, VisionLive On-Premise Subscription Services Agreement (VIP Agreement)zNn AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND Vision Technology Solutions, LLC, dbn Vision Internet Providers, FOR design changes to the Cupertino W e bsite. This 2nd Amendm ent to the Agreement between the Ci ty of Cupertin o and Vision Technology Solutions, LLC, clba Vision Internet Providers , for reference dated September 20, 20 16 , is by and between the ClTY OF C UP ERTINO , a muni cipal corporation (hereinafter "City") and Vision Technology Solutions, LLC, dba Vision Internet Providers, a Californi a Corporation ("Consultant") whose address is 222 N. Sepulveda Blvd., Suite 1500, and is made w i th reference to th e following: RECITALS: A. On May 15, 20 14, an agreement was entered into b y and between C ity and Consul tant (hereinafter "Agreement") for website d evelopment, VisionLive subscripti on s ervices, maintenance services and /or extra work and services. B . C it y and Co nsu lt ant d esire to modify the Agreement on th e te rms and co nd itions set for th h erein. NOW, THEREFORE, it is m utu a ll y agr eed by and between and und ers ign ed p art ies as follows: l. Paragraph 2 of the Agreement is modified to read as fo ll ows: 2 . T he following Exh ibi ts to the Agreement , a re amend ed and replaced to read as shown in th e attachments to thi s A mendm ent: a. E xhibi t "Addendum 2,"-Extra Work 3. E xcept as exp r es sly modified herein, al] oth er terms a nd coven ants set fo rth in the Agreemen t s h a ll remain the same a nd sha ll be in full force and effect. IN WlTNESS WHEREOF, the parti es hereto hav e cau sed this modification of Agreement to be executed . CONSULTANT CITY OF CUPERTINO A Municipal Corporation By:~~ T itle er/? ~ Ci ty Attorney Addendum 2 exf.ra work This Addendum is made and entered into by Vision Technology Solutions, LLC ("Contractor") and City of Cupertino ("Client") as of the date of full execution. Contractor and Client hereby mutually acknowledge and agree that : 1. This Addendum is entered into pursuant to the Agreement by and between Client and Contractor. This Addendum is incorporated into the Agreement. 2. The Agreement, including a/I other terms and conditions therein, shall continue in effect. 3. In the event of any conflict or inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control only to the extent of the services provided in this Addendum, and not any other subject matter covered by the Agreement. J:ic!ude d Services The following described service is a "Customization". A "Customization" is non-standard functional programming that is unique to a particular client and can potentially conflict with visionlive updates. Contractor will perform the following design changes for the Client : -Remove spotlight completely and stretch image banner to full-width of the content area -Change emergency bar color from green to red -Reduce vertical white space between Cupertino and mega menu -Remove weather widget -Darken top navigation link background for more contrast and help it stand out more -Increase contrast of watermark so it stands out more. -Change graphic button colors -Remove Home from the main navigation and change items to : -I Want To ... -Residents -Businesses -Visitors -Online Services -Our Qty -Update graphic button names/ order: -eNotifications (plus icon change) -Agendas&. Minutes -City Records -Business Permits -Recreation & !P arks -Maps -City TV (additional button.) -Remove scroll .functionality on graphic buttons -Change the Meetings & ,Events tabbed area to only one tab titled Oty Events -Remove videos section · -Rework the search bo x t o call user's attention while keeping it the same size E:x.t ra Vvork Fees Client agrees to pay Contractor as follows: 1. Price . Contractor agrees to perform work set forth in this Addendum as follows : (a) Imple·mentation Fee. $3,375 .00 . (b) Custom ization visionUve Recurring Fee . Contractor sha ll invo ice Client $0 .00 upon Completion of each Custom ization provided in this Addendum, which rate shall be increased by five percent (5%) per year, for each year of the Agreement Term, and any and all renewal terms. If the customization is completed before the ann iversary of the Agreement, then Contractor shall i nvoice Cl ient the pro-rated rate for the app li cable year. Contractor shall invoice Cl ient annually every year thereafter, Including any renewal term . All invoices are due and payable by Client with in 30 da ys~ 2. Payment. Clie nt agrees to pay Contractor for the implementation fee in full within 30 days after the execution of this Addend um. Client agrees to pay Contractor fo r the Custom ization visionlive Recurring Fee as prov ided in this Add endum . SIGNATURES FOLLOW . 2 IN WITNESS WHEREOF, the Parties have caused this Addendum to be signed by their duly authorized representatives and given effect as of the last signature date below (the "Effective Date"). "Client" cm OF CUPERTINO Signature : ~~-~-·/ __ _ Name : ~/~l /Y/;;?:./fi: u.. C. 7""U Title: ______________ _ Date : 7 • Zv · ZGJ/t 3 "Contractor" VISION TECHNOLOGY SOLUTIONS, LLC, DBA VISION INTERNET PROVIDERS Signature: __ /(~_1:7? _ _,__ ________ _ Name: Michael Hermann Truex Title: Vice-President, Finance Date : _q____,,/~i,_/ -~• 2016 l VISION. I ~ N E 1 next for the City of Cupertino Project Name: Vision will perform the following services for the City of Cupertino: visionlive™ Subscription Services Ext ra Work Contacts Name: Nidhi Mathur Address: 10330 Torre Ave., Cupertino, CA 95014 Phone: (408) 777 -3377 Email: Fax: nidhim@cupertino.org (408) 777 -3366 Name : Bill Mitchell Address: 10330 Torre Ave., Cupertino, CA 95014 Phone: Email: BillM@cupertino.org Name: Kristoffer Von Bonsdorff. or his designee --~ -~ ---~------ Address: 222 N. Sepulveda Blvd .• Suite 1500, El Segundo, CA 90245 Phone: (310) 656-3100 Email: Fax: (310) 656 -3103 Name: Contract Administrator Address: 222 N. Sepulveda Blvd .• Sui te 1500, El Segundo, CA 90245 Phone: (310) 656-3100 Email: Fax: contracts@visioninternet.com (310) 656-3103 2015-10 2 6 vS/PE VISION terms and conditions This Moster Services Agreement ("Agreement") is mode and entered into effective a s of the dote of the lost signature below (the "Effective Date") by and between Vision Technology Solutions, LLC dbo VIS ION INTERNET PROVIDERS ("Contractor"), and the City of C uperti no. ("Client"). Client and Cont ractor ore sometimes individuall y referred to as a "Party " and collectively as th e "Parties ." WHEREAS the Client entered into the "visionlive™ On-Premise Subscription Services Agreement" ("V IP Agreement") with Vision Internet Providers. Inc. ["VIP , Inc.") on Moy 15, 20 14: WHEREAS . Client entered into on Addendum #7 for Basic Design Theme doted December 15. 201 4; WHEREAS. Contractor represents and warrants that it is VIP , Inc. 's successor in interest. and hos as sume d all rights and resp o nsibilitie s of VIP, Inc., including without li mita tion the VI P Agreement and Addendum #7; WHEREAS Client and Contractor mutually agree that cancellation of t he VIP Agree ment a nd Addendum #7 is mode with their mutual and express intent to extinguish all o bligations imposed on them by the contracts: and this Agree ment is intended to set fo rth all of the rights and remedies between the parties; NOW THEREFORE for the re asons set forth above. the Client and Contractor agree as foll ows: l. Services. Th is Agreement (which includes and incorp orates the Addendum(s) attached hereto, includ ing ontroctor's acceptable use policy ("AUP ") attached as Addendum "C"sets forth the entire terms a nd conditions by which Contractor will deliver and Client will receive any and all o f the services provi ded by Con tractor, including o n e or more of the follo wing: website development, visionlive™ subscrip tion services. maintenance services, and/or other extra work and services (collectively, the "Serv ices") and su p ersedes all o t her written or oral agreements. proposals o r understandings with regard to the Services provided for herein. This Agreement is in t ended t o cover any and all Servi c es 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 o f this Agreement. and compliance with Contractor 's AUP as such policy may chan g e from time to time. Contractor sh all provi de Client at least thirty [30) days notice of a change in the AUP in Addend um C, ofter which time Cl ient con immediately terminate this Agreement without cause or f urther notice. In the event of conflict with on Addendum with respect to the terms of this main body of this Agreement. then this Agreement shall govern. 2. Subsequent Extra Work/Other Services. Additional se rv ices not initi ally cove red in this Agreement (i n cluding the Addendum referenced above) and extra hours will be presented to Clien t for approval prior to com mencement of work ("Extra Work "). Extra Work will be set forth in on amendment to this Agreement signed by the Parties and designated as Addendum C-1 , C-2. etc., as applicable, and such Addendum sha ll become port of this Agreement when executed by b oth parties. Such addendum will be billed at Contractor's hourly rotes , as follows: Content Migration. $85/hr; Graphic Production. $95/hr; Quality Assurance . Testi ng, Debugging, Technical Support. Webmaster Services. HTML Programming, $105 /hr; Consulting, Proje c t Managemen t. Database Design, Dynamic Programming, $1 35/hr; Graphic Design , Training. $1 25/hr; Straight flatbed sc anning will be billed at $10 per scan. To u c h up work to images will be billed at the Graphic Design hourly rate. Cl ient shall be responsible fo r any or a ll additional fees including, with out limitation: photography, stock images, illustration . fonts. scanning, software. applications, onlin e promotion, marketing. copy writing. redesign, c hange orders . mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours for support services unrelated to the website being d o wn for more than ten ( 10) minutes will b e subject to a minim um 2015-1026 vS/PE 2 VISION INT E f.> r fee of $135, unless such website is down as a result of an event outside of Client's contro l, in which case, such support shall be included within the scope of thi s Agreement. 3. Ownership; Limited Licensing of Intellectual Property. 3. 1 . Designs. Upon payment in full of the website development fees provided under Addendum A. Contractor grants a non-exclusive, non-transferrable. and perpetual license for C lient 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 so ld. 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 System™. Contractor also grants a limited, non-exclusive, a nd non-transferrable license for Client to use the Vision Content Management System™ (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool. collectively, the "VCMS "), and Dynamic and Interac tive Components of the VCMS to the extent necessary for t he Client's use and operation of its website; provided. Client does not modify the VCMS and maintains a visionlive™ Subscription in accordance with this Agreement and Addendum B. The VCMS provided under this Agreement is licensed and not sold, and Client understands and agrees that Contractor shall retain all rights. title, and interests in the VCMS, Dynamic a nd Interactive Components, and any other Contractor intellectual property not provided for in this Section. 4. Limited Warranty. If Contractor performs Website Development and/or Custom Programming services. Contractor warrants that the deliverables set forth in Addendum A will be conveyed to Client upon transfer of the website to the production server with a public Internet Protocol address ("Completion"). All programming code developed by Contractor within Addendum A is warranted to be free of any errors or bugs that prevent the code from performing as originally intended ("Warranted Problem ") for a period of twelve ( 12) months from the date of Completion. Contractor will create a backup o f the website on the date of Completion. If any Warranted Problem arises while Client or its designee is maintaining the website, Contractor will restore t he website back to its condition as it existed at Completion. If Contractor is hosting and/or maintaining the website pursuant to one or more Addendums to this Agreement, Contractor shall restore the website back to its condition as it existed at the day of the most recent backup. Contractor shall provide compiled code upon C lient's request. Contractor shall only be responsible fo r any costs associated with correcting any unmodified programming code during this twelve ( 12 ) month period following the Completion. Except as expressly set forth above. CONTRACTOR MAKES NO GUARANTEE OR WARRANTY OF ANY KIND , WHETHER EXPRESS OR IMPLIED, INCLUDING O F 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 either Client or Contractor under this Agreement or otherwise exceed the amount of fees payable by Client to Contractor under this Agreement, and neither Client nor Contractor shall be responsible for any lost profits or other damages. including indirect. incidental, special. consequential or any other damages, however caused. Contractor does not warrant any connection to, transmission over, nor resu lts of use of, any network connection or facilities provided, nor any third-party applications and software obtained by, for, or on behalf of C lient. Contra ctor assumes no responsibility for any damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of business, mis-deliveries, delays, non-deliveries. access speed. or service interruptions of any kind. Client acknowledges that the information available t h rough the interconnecting networks may not be accurate. Contractor has no ability or authority over th e material. In addition. Contractor has no liability for the quality, accuracy, or validity of the data/information gathered from t he Internet. Use of information gathered through the use of Contractor services is at the risk of the Client. 5. Rights Regarding Content. Each Party warrants that it holds all rights and/or li censes necessary to 2015 -1026 vS/PE 3 VISION I ~ I R f'> 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 digita l format including without limitation copy, text . audio files . video files, pdf fi les . photographs. artwork and preexisting graphics. Contractor is not responsible for content migrated by Client or any third party. Client expressly authorizes Contractor to display and/or modify any Client supplied images. data, information and other items in connection with the services provided herein. 6. Contractor's Mark. Client agrees that Contractor may place in the website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contract or's footer text credit shall always be linked to a Contractor web page. 7. Indemnity. 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 sole negligence or intentional misconduct or failure to perform obligations under this Agreement. 7 .2 . Intellectual Property Indemnity. Contractor will defend, hold harmless and indemnify Client against any third-party action, suit , or proceeding ("Claims ") for infringement or alleged infringement of any United States' letters patent, trademark. or copyright ("Intellectual Property ") contained in Contractor's VCMS p rovided under this Agreement. Notwithstanding the foregoing, Contractor sha ll have no defense or indemnity obligations for Intellectual Property modified by Client or its designee. 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. Estima ted times are included for convenience. Actual times w ill 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 Low and Venue. This Agreement shall be governed by and construed in accordance with the lows of the United States of America. and the State of California, excluding choice of low provisions thereof. Any cause of action of Client with respect to the services provided hereunder must be insti tuted w ithin two years after the claim or cause of action has arisen or be forever barred. The Uniform Computer Information Transactions Act or any version thereof, adopted by any state in any form ("UCITA"), sha ll 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 so le forum for resolving disputes arising under or relating to this Agreement are the State and/or federal district courts located in t he County of Santo Claro. State of California. and all related appell ate courts. and the parties hereby consent to the jurisdiction o f such courts, and that venue shall be in the County of Santo Claro. State of California. Each party hereto waives any right to challenge or move the foregoing designated jurisdictions and venue on gro unds of inconvenient forum. Service of process may be made in any manner provided for by applicable low. l 0. Modification and Waiver. l 0.1. 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 Porty 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 Porty or as a waiver of any other term or breach. 2015-1026 vS/PE 4 VISION. I I N -1 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 . Confident iality. Except os permitted by low. Contra ctor act ivities and all discussions regarding Client websit e development. includin g w itho ut limitation demonstrations. know-how, techniques, designs. specificati ons. drawings. compila t ions. diagrams. models. samples. fl ow chart s, business . stra t egic and marketing plans, and other technical. financial or business informat ion of Contractor. shall be labeled and treated os 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. Should Client receive a Pub li c Records Act Request for such information, Client shall provide notice to Contractor, who shall be responsible for toking suc h action as it deems necessary to protect such confidential information. 12. Au t hori ty. With the intent to be legall y bound, each of the undersigned hereby covenants and acknowledges that he or sh e (a) hos read each of the terms set forth herein, (b) hos the authority to execute this Agreement and each initialed Addendum for such person or entity, and (c) expressly consents and agrees that the entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein. 13. Interpretation. It is understood and agreed that if any interpretation is to be mode of this Agreement. the some shall not be construed for or against any of the Parties. 14. Counsel. The Parties hove each been advised t o seek independent legal counsel in entering into this Agreement and t he transacti ons descri bed herein. In the event a Porty c hooses not t o seek independent legal counsel, that Po rty does so freely and knowingly and waives a n y such ri g hts to coun sel. As a result, the Parties do not believe that the presumptions of California Civil Code sect ion 1654 relating to the interpretation of contracts against the drafter of any particular c lause should be applied in this case and therefo re the Parties knowingly and freely waive its effects . 15. Prevailing Porty. In tentionally o mitted. 16. Independent Contractor Relationship. The relationship of Contractor, including, without limitation, its employees and subcontractors) with Client is that o f an independent contrac tor and nothing in this Agreement and/or any Addendum shall be construed to c reate 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 on 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 on original and all of which together shall constitute one and the some Agreement. This Agreement becomes effective upon Contractor's receipt o f on executed copy of thi s Agreement . 18. Force Mojeure. Any delay in the performance by either Porty h e reto of its obligations hereunder shall be excused when such delay in performance is due to any act of God; any fire. flood. or weather condition; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or stri ke; provided, that written notice thereof must be given by such Porty to the other Po rt y within twenty (20) days after occurrence of such cause or event. 19. Severobility. If any portion of this Agreement is declared invalid, ill egal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 20. Headings. The tit les and headings of the paragraphs of thi s Agreement have been inserted for c onvenience of reference only and are not intended to summarize or otherwise describe the subject matter of such 20 1 5-1026 vS/PE 5 VISION. r ~ L 11! r • paragraphs and shall not be given any consideration in the construction of this Agreement. 21. Surviva l. The terms and conditions of Sections 4 {Limited Warranty), 7 {Indemnity). 9 {Governing Law & Venue), 11 {Confidentiality), 15 {Prevailing Party). 2 1 {Survival) and 24 (No Hire) shall surv ive any termination o r expiration o f this Agreement. 22. Cooperat ive Programs. Contractor sha ll agree to o ffer the pri ces and t erms and conditions offered herein to other st ate. local, county. education. and municipal government age ncies in the United States who wish to participate in a cooperative purc hase program with Contractor. 23. No Third-Party Beneficiaries. This Agreement sha ll 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 sh all prevent employment of any person who responds to a general media advertisement o r non-directed search inquiry, or who responds to a Request for Proposal o r Request for Qualifications. or who makes an unsolicited contact for employment. If Client violates this Section and hires or retains any such person(s). then Client shall immediately pay to Contractor. as liquidated damages. an amount equal to the annual gross compensation {in c luding all salary. commissions, and bonuses. whether paid in cash, equity o r otherwise) paid to or earned by the applicable person{s) in the preceding twelve-month period. 25. Su ccessors and Assigns. This Agreement sha ll be binding upon and inure to the b enefit of the Parties named herein and their respe c tive successors and permitted a ssigns. No Party may assign either this Agreement or any of its right s. interests or obligations hereunder without the prior wri tten approval of the other Party hereto. except that Contractor may assign this Agreement without C li ent 's consent to an "Affiliate " of Contractor o r in connection with an acquisition of Contractor. merger {whether Contractor is the surviving o r disappearing entity) or consolidation of Contractor with another entity, or in connectio n with the sa le. as sig nment. or majority transfer of any stock. membership or o ther ownership int eres t in Contrac tor. "Affiliate " shall mean (a) a domes t ic entity formed, exis t ing and governed pursuant to the laws of one of the fifty (50) sta tes of the United Sta tes of America {or the District of Columbia) controlling. controlled by, or under common control with Contra ctor. 26. Term. This Agreement will remain in effect for 5 years fr om the Effective Date. Thereafter, it will renew for successive 1 year periods if Client n o tifies Contractor in writing of its intent to renew. Clien t sha ll permanently delete all copies of the VCMS upon termination of this Agreement. C lient may t erminate this Agreement without cause upon 60 days' not ice to Contractor. 27. Notices. All notices under this Agreement sh all be in writing and effective on th e dat e of delivery if delivered by personal serv ice, Federal Express . or facsim ile ; or effective three (3) days after deposit in first class U.S. mail. postage prepaid, to each Party as indicated on Page 1 of this Agreement. 28. Invoices. Contractor will submit itemized invoices to C li ent for the payments required by the applicable Addendum{s). and a ll invoices will be due and payable within 30 days. Payments not received by Con tractor 30 days after the date of the invoice will be con side red delinquent. A finance charge of 1.53 per month will apply if full payment is not received 45 days after the date of the invoice. Returned checks are subject to a charge of $25.00 . C lient agrees to be liable for all costs of collection of any delinquent invoices inc luding. but not limited to. collection agency fees. reas onable attorneys' fees , and court costs. Signatures follow. 201 5-1026 vS/P E 6 VISION .. I 'I t. • IN WITNESS WHEREOF. the Parties hove caused this Mosler Services Agreement lo be signed by their d uly authorized representatives and given effect as of the "Effective Date " below. "Client" CITY OF CUPERTINO Signature: ---'-;;y?-""' __ ---'-~-----'=~-"--'-------- Tille : __ 4.._,._/1_1 r,.""-Tp_1_"-------- e~v Dole: ~~-~~~~~~~~~~~~~~~- "Contractor" Nome: David M. Nachman Tille: Chief Executive Officer Dole: ___Jk-1 . 2016 l 'J • )'r\.::." --, -~ • J._ :)I' -f ;. 20 1 5 -1 026 v S/PE 7 VISION. l f\J k ll .T Addendum A Included Services vi s ion 1ve rt:ment brandJng ~ Da~i gn E l ~rn.,..nt Dopnrtrnont f oqo 1n site h oador Uniqu0 co lor schc:.mo Uniquo b.'."l c kground Sopnrnto f ont &'t.y lo I .ego cou "l link l o dop.o:trlmu11L.tl horru·•p.190 in s t o.td of m .. -.1n homopngQ Custom png(' tomplato bos6d on main s ite wirefr ... tmo Custom vvirofr ... Hl"IQ t nto r1or pogo l ayo ut snmo ..,~ tho n~o1n sito Nurnbor o f ngw w 1dgots includc..>d Mobil.-• Un1quo color-s chomo DopcH "tmont l ogo in hoador Logo c ..:.n l ink to own dopnrtrnontill h orne pago 1nst o.:-td of mnin homopago D n slgn S.Prvl _.,... Samo ._1n mnin :lito Sop._1 r .:l t o p.:lgo tn:~o frorn m tun ~•t o 2015-1026 vS/PE 8 department branding Basi c S u b-sito 5 VISION. visionl1v0 ent branding , Header and Footer Sections ~' L Independent header conf igurations (logo, top nav, social icons, q u ick links ) Independent footer configuratio ns (foot er nav, social icons) Search Re su lt part of main site search Q Stand alone search Separate Google Analytics Background Ability to change background image if main site is able Page Limit Additional Storage Health checks (accoun t review) Site analytics report Graphics s ite audit Basic Sub-si te 50 5 GB • Based on vis1onlive edition Outlined services will occur annually if main site is Standard Edition of visionlivc o r ~cm1 J nnu.Jlly if m.:i1n !f1te is, Plus Edit ion of visionliv c 2015-1026 vS/PE 9 VISION4D I I -l Department Branding Development Fees Client agrees to pay Contractor as follows: l. Price. Contractor agrees to perform work set forth in this Addendum A for $5.0 l 0. which consists of a charge of $7 .500.00 . reduced by a credit of $2.490 for payments received from City for work not yet performed under the prior con tracts. 2. Payment. Contractor will submit on itemized invoice to Client for the payment required by this Addendum. and the invoice will be due and payable by Client within 30 days. Additional Department Branding Development Terms and Conditions l . Client understands and agrees that Contract or will develop subsite frontend to be c ompatible with Internet Explorer 9 . l O. and l l. and the latest released versions at the time of Completion of: Firefo x. Chrome. and Safari . Website bockend will be compatible with Internet Explorer 9, l 0, and l l , and the latest released version of Firefox at the time of Completion. Website may not be compatible with previous or future versions. Website bockend will be optimized for l 024 x 7 68 pixels resolution or above. Client understands and agrees that the websi t e will be developed with Hypertext Markup Language ("HTML "), CSS , JavaScript, and Microsoft ASP.NET ("MS -ASP ") interfaced with a database created in Microsott SQL Server ("MS-SQL"). Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server"), or later. Client is responsible for the costs of all third-party software licensing. All of the web browsers listed in this section. and any others added by Contractor at its discretion ore herein referred t o collectively as t he "Supported Web Browsers ". 2. Client understands and agrees that the website frontend and content migrated by Contractor will b e designed to be c ompliant with Se c tion 508 of the Rehabilitation Ac t of 19 73 (29 U.S.C. 794d), as amended by the Workforc e Investment Act of 1998 (P.L. l 05-220), hereinafter referred to as "Section 508" guidelines on acc essibility as follows: C ompliance st andards will be verified via SortSite™ to be compliant to automatic c heckpoints prior to Completion. Client understands and agrees that websit e bockend and third party tools may not be Section 508 compliant. C ontrac tor is not responsible for content migrated by C lient or any third party. 2015 -1 026 vS/PE 10 VISION. Addendum B visionLive™ subscription services s tanda rd edit ion Subscription Services Pursuant to the terms herein, Contractor agrees to provide Hosting Services, Support Services, and VCMS Licensing Services (collectively "Subscription Services ") as provided below. Contractor will provide Subscription Services to the Client in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Subscription Services include the following: Hosting Services . Contractor will provide shored website hos ting o n a Microsoft Windows Server and shared database hosting on a Microsoft SQL Server for one ( l) unique VCMS website. The shared server hosting service includes: SOC-certified dotacenter Full hardware redundancy Redundant generator backup Daily data backups Intrusion protection 24/7 monitorin g 99.93 uptime DDoS mitigation serv ice Up to 50 GB of website content storage Standard Disaster Recov ery Services. Contractor will provide, in a separa te colocation facility ("DR Facility"), shared website hosting on an additional Microsoft Windows Server and shared database hosting on on additional Microsoft SQL Server for one ( l) unique VCMS website. The Standard Disas ter Recovery Service includes: o Dato replication from primary hosting facility to DR Facility ini ti ated every 15 minutes at minimum o In the event of failure in primary hosting facility, website re covery in DR facility within 90 minutes or less ofter failure VCMS Licensing Services. Contract or will p rovide a license to the Sta ndard edition of the VCMS, whic h includes the foll owing f unctionalities indicated by t he applicable check marks: 2015 -1026 vS/PE 11 VISION vlslonl1 ·~ > Sitv Administrillion & Svcurity Advanced WYSIWYG Editor In pnge Editing User Management & Security ~ Navigation Management /\cccssobi li t y Features Extranet (Password Protected External Content) User Experience & lnternctivity Calendar FA Os Facility Directory Staff Directory Servicc Dircctory Google Transl ation Onl i n e Form Builder News Postings -Job Posts .. , Facilities/Events Registration Online Polling Citizen Request Management Tool Busincss Dircctory 2015 -1026 vS/PE 12 Sta nda rd Edition VISION vlslon liv0 Standard ons> Ed ition ... ../ RFP Posts Online Payments ../ Job Application Manager Outreach , Media & Social Networking eNotification Tool ../ Emergency Alerts ../ RSS Feeds ../ L.2 Facebook & Twitter Feed Readers ../ Audio & Video Embedding ../ Photo Gallery & Slide Show v < One-Click Social Networking ../ Streaming Video Center v Developer Features $ A Pis \ Sandbox Test Environment 2015-1026 vS/PE 13 VISION 1 Additional Interactive Components and Features Basic Subsite ( 1) ) Responsive Design with visionMobile™ VCMS Licensing Services include: Periodic functional enhancements. ) New visionlive1"' Interactive Components that may be released from time to time by Contractor. ) Bug fixes to the VCMS code. ) Updates to provide compatibility to future versions of Supported Web Browsers (as listed in Addendum A) within three months of their release. Compatibility with previous versions of Supported Web Browsers is not guaranteed. VCMS Licensing Services do not include: Optional Interactive Components. ) Modules. Programs, or Software Applications. > Conversion to new platforms. > Modification of third-party produc ts. > Compatibility with C lient's third-party products. ) Website design services. > All other services not expressly provided for in this Agreement and its applicable Addendum(s). Support Services. Support Services is defined as technical support. account management, and education a n d training for the VCMS. Contractor will provide Support Serv ices t o a designated C lient account manager. sys tem administrator or webmaster. Te chnical support is generally available by email and telephone from 6:00 AM to 6:00 PM Pacific Time Monday through Friday excludin g holidays ("Busine ss Hours "), with emergency support available 24 hours a day, 7 days a week. An emergency is defined as Client's website being down for more than ten ( 10) minutes. Support Services also include: Annual dedicated Account Manager Account Management* o Annual account reviews (Health Checks) o Annual site analytics report o Annual graphics site audit o Up t o 15 hours of site improvement credits** Education and Training o Training and best practices webinars o Access to On-Demand Training Library o On-going new user training (via remote meeting service) o Monthly office hours (via remo te meet ing service) * Health Checks, Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement and every year there afte r. ** Fifteen site improvement credit s will be available beginning the second year of the Agreement and every year thereafter. Any unused hours in a given year may be carried over to the following year. Customizations . The following are customizations provided in C lient's project: No n e. Unless Client has retained other Services fr om Contractor under the applicable Addendum, C li ent is solely and exclusively responsible for all services not expressly provided for in this Addendum. Any changes. alterations o r modification requested by the C li ent to its Website may be subject to a fee to b e quoted by a Contractor representative at the time o f the request. Client may, at any time, upgrade from its current editi on to either a Standard 2015 -1026 vS/PE 14 VISION I '-I or Plus Edition, as applicable. Client may not. during the Ini tial 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 mino r modifications to the Subscription Services. as a whole or any part thereof. Such minor m odifications may be implemented at any t ime and without n otice t o Clien t . Con tinued use o f the Subscription Services following any modification shall consti tute b inding acceptance of the modification. Subscription Fees (a) Main Website: All Subscription Services provided for the Client's main website during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $7 .500 per year beginning the second year of this Agreement . which rate shall be increased by five percent (53) per year. for each year of the Agree m ent 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 exceeding 50 GB of storage shall be subject to an additional monthly fee of $50 per SGB increment. (b) Basic Subsite: All Subscription Services provided for the Client's Basic Subsite during the first year of the Agreement shall be at no cost to Client. Contractor shall invoice Client $2 .500 upon Completion of the Basic Subsite. which rate shall be increased by five percent (53) per year. for each year of the Agreement Term . and any and all renewal terms; provided. however. t hat t he Basic Subsite is complet ed before the second year of t his Agreement. If t he Basic Su bs ite is completed aft er t he second year o f t his Agreement. th e n Contractor shall invoice Client the pro-rat ed rate for t he applicable year. Contractor shall invoice Client annually every year thereafter. including any renewal term. All invoices are due and payable by Client wit hin 30 days. If the Basi c Subsite exceeds 5 GB of storage. then it shall be subject to an additional monthly fee of $50 per SGB increment. 2. Guarantee Contractor provides a 99.93 uptime guarant ee for it s hosting service. Contractor's Uptim e Guarantee may be updated from time to time at Contractor's so le d iscretion.If Vision fails to achieve th e guarantee within a calendar month. then Client at its option. may immediately terminate the Agreement. In addition to any other rights and remedies, the Client is entitled to the following credits : Contractor Uptime Guarantee Monthly Uptime 1 Credit2 99.93-1003 03 99 .53 -99 .893 103 99.03 -99.493 203 Less than 99 .03 303 1 Refers to percentage of minutes i n a calendar mo nth that c u stomers ' public facing web sites are accessible , excluding routine and scheduled maintenance . 2 Credit applies to monthly h osting fees . For visionLive customers , the credit wi ll be calculated based o n t he t h e n-current price for h osting only services . Any credits will be applied to the n ext invoice following the month of the incident . Credits do not apply to downtime due to force majeure events , includin g Distributed De n ial of Service (DDoS) attacks that succeed in overcoming Vision 's third-party provided DDoS defense . 20 15-1026 vS/PE 15 VISION. I N T £: Addendum "C " -Acceptable Use Policy 2015-1026 vS/PE 16 ACCEPT ABLE USE POLICY March 15, 2016 -Vision requires th at all customers and licensees of its V ision Content Management System TM and/or vision live™ Subscription Services (the "Services"), as defined in each of your Master Services Agreements , conduct themselves with respect for others . In particular, please observe the following Acceptable Use Policy ("AUP") in your use of the Services : 1. Lawful Use Only use the Services in accordance with all local , state , and federal laws. Do not use the Services for any unlawful or destructive purpose including , but not limited to , copyright and/or trademark infringement. Any text , data , graphics, or any other material displayed or published on your website is, and must continue to be , throughout the term of your Agreement, free from obscene or libelous material. 2 . Intellectual Property You must have all rights necessary to display all the images, data , information or other items being displayed on your website . Any text , data , graphics , or any other material displayed or published on your website is , and must continue to be, throughout the term of your Agreement, free from violation of or infringement of copyright, trademark , service mark , patent, trade secret, statutory , common law or proprietary or intellectual property rights of others. Further, you authorize Vision to display those images, data , information or other item s. 3. No Misuse and Spam You must use commercially reasonable efforts not misuse any of Vision's resources or cause any disruption to its 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, soli citations , 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 "). 4. No Hacking . Viruses, & Network Attacks Y o u must use commercially reasonable efforts to prevent: use of any process , program or tool via Vision for gaining unauthorized access to the accounts of other parties, including but not limited to , o ur other customers or account holders , or our other systems ; use of the Services to make unauthorized attempts to access the systems and networks of others ; use of he Services as a door or signpost to another server; or use of the Services in a manner i n which system or network resources are unreasonably denied to our other clients . 5. Password You will have pa ssword access to the Services. You are responsible for keeping all passwords se cure. If your password is lost, stolen or compromised in any way, immediately notify your assigned V ision Account Manager. You are responsible for all use of the Services accessed through your passwords . Your passwords are not transferable to any third party and are subject to any limits established by Vision . 6 . The Internet You understand there are risks to using the Internet. The reliability , availability and performance of resources accessed through the Internet are beyond Vision's control and cannot be in any way warranted or supported by us . You are responsible for making backup copies of your files . 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. Vision makes no warranty that any systems accessed will be free of computer viruses. Vision provides access to other systems not controlled by us including , but not limited to , discussion groups , RSS feeds , websites and databases , that may contain pictures and language intended for adult audiences . You further understand that Vision is not responsible for any damages that may result from exposure to such material, and therefore, you agree to hold Vision harmless from any resulting damage. 7 . No Guarantees Vision does not warrant any results from the use of any web pages created , hosted and/or maintained under the Services , including but not limited to, the number of page or site visitations , download speed , database performance , or the number of hits or impressions. Although Vision may offer an opinion about possible results regarding the subject matter of your Agreement, you understand that we cannot and do not guarantee any particular result. You acknowledge that Vision has made no promises about the outcome, and that any opinion offered by us does not constitute a guarantee. 8. Domain Name and Secure Digital Certificate Upon your request, Vision will apply for a custom domain name of your choice . However, Vision cannot guarantee the availability of any particular name. You are responsible for all fees charged by the registrar, including setup and renewal fees. You will be responsible for all licensing fees , if any, including but not limited to secure digital certificate renewal fees . Vision will not be responsible for maintaining or renew ing domain names, digital certificates , or any other third party regi strations . 9 . Breach The AUP does not permit Vision to take any action against any customer or licensee for violating this AUP . However, if you violate any term of this AUP, Vision reserves the right to suspend access to the your website without prior notice, and may terminate the Services and/or your Agreement after Vision has given you notice and you fail to cure the violation within 15 d a ys after such notice. If access is only suspended , you will remain liable for all payments due under our Agreement as if access had not been interrupted. UPTIME GUARANTEE September 3, 2015 Vision provides a 99.9% uptime guarantee for its hosting service . If Vision fails to achieve the guarantee w ithin a calendar month , then you will be entitled to the following credits: Vision Uptime Guarantee1 Monthly Uptime2 99.9% -100% 99.5% -99 .89% 99 .0% -99.49% Less than 99.0 % Credit3 0 % 10% 20% 30% 1 Vision 's Uptime Guarantee may be updated from time to time at Vision's sole d iscretion . 2 Refers to percentage of minutes in a calendar month that customers ' public facing websites are accessible , excluding routine and scheduled maintenance. 3 Credit applies to monthly hosting fees . For vision live customers, the credit will be calculated based on the then-current price for hosting only services . Any credits will be applied to the next invoice following the month of the incident. Credits do not apply to downtime due to force majeure events , including Distributed Denial of Service (DDoS) attacks that succeed in overcoming Vision 's third -party provided DDoS defense.