02-04-2014 - Professional Services Agreement with Vision Internet Providers, Inc. for Website Development Services•
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TO: Mayor and City Council
FROM: Christopher J. Chung, City Manager
City of West Covina
MEMORANDUM
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Item: 6
Date: February 4, 2014
BY: Nita McKay, Director of Finance & Administrative Services
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH VISION INTERNET
PROVIDERS, INC. FOR WEBSITE DEVELOPMENT SERVICES
RECOMMENDATION:
It is recommended that City Council approve the attached professional services agreement with
Vision Internet Providers, Inc. for website development services in the amount of $31,080 and
authorize the City Manager to execute the agreement.
DISCUSSION:
In 2009, the City of West Covina contracted with Civica to redesign the City's website to
enhance the communication between City Hall and the community. The website has allowed the
City to quickly communicate with the public by providing up-to-date information, including
agendas, budgets, and news releases.
In an effort to provide increased levels of customer service and transparency, and to enable the
website to be more user friendly, the City of West Covina has made its website redesign a
priority. The goals include improving and streamlining the information in order to enhance the
layout and efficiency of the information available to the website visitor. Additionally, the
redesign will provide a solid foundation, ensuring fixture compatibility with advances in
technology, such as mobile computing.
In adhering to the City's purchasing ordinance for procurement of professional services, the City
solicited proposals from three website design firms.
The website redesign quotes are as follows:
Company Project Cost
Civica $23,910
Vision Internet 31,080
CivicPlus 54,251
City staff interviewed and received a product demonstration from the City's current website
provider, Civica, as well as Vision Internet Providers. At the conclusion of the demonstrations,
the selection committee recommended contracting with Vision Internet Providers for the
following reasons.
• Significant experience with website redesign projects in Southern California
• Strategic approach and design capabilities
• Use of most current and tested technology
• Professional project management
• Ease of use for the end user
• User friendly content management for City staff
• Ability to expand functionality in the fixture by adding additional interfaced modules, i.e.
Geographic Information Systems (GIS), graffiti reporting, etc.
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• Accessibility to persons with disabilities
• One year warranty after implementation
• Vision Internet Providers has designed numerous award -winning city websites, including
the cities of Bell, Buena Park, Bellflower, Burbank, Diamond Bar, and Glendora
The attached agreement includes consulting, project management, programming, content
migration, training, design and design production with unlimited revisions during the design
stage.
A redesign would include improved appearance and navigation. The updated website would also
incorporate the following new features:
• Streaming video
• Mobile device responsive design
• Staff access to full web analytics enabling staff to analyze content importance
Vision Internet Providers estimates that the website design will be completed in 26 weeks.
FISCAL IMPACT:
The total cost for the website redesign, as detailed in the attached agreement, is $31,080. The
following sources will be utilized to cover the costs of the website redesign.
Fund 110 General Fund $ 7,080
Fund 119 Air Quality Improvement Trust Fund 12,000
Fund 120 Integrated Waste Management Fund 2,000
Fund 122 Proposition C Fund 3,000
Fund 129 AB 939 Fund 2,000
Fund 820 Successor Housing Agency Fund 5,000
The ongoing annual hosting, licensing and maintenance costs are $7,800 and will be included in
the upcoming fiscal year operating budget. These annual fees will not be incurred until the City's
website is live.
Prepared by:
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N to McKay
Director of Finance ad Administrative Services
Attachment: 1 — Professional Services Agreement with Vision Internet Providers, Inc. for
website development services
• • Attachment 1
Website Development Services
Terms and Conditions
1. These Terms and Conditions, and any attachment signed by the parties attached
hereto, represent the complete agreement and understanding ("Agreement") between Vision
Internet Providers, Inc., a California corporation ("Contractor"), and City of West Covina
("City"), and supersedes any other written or oral agreement with regard to the website
development services provided for herein. Any modification of this Agreement is valid only if
the modification is in writing and signed by both Parties. City and Contractor are sometimes
individually referred to as "Party" and collectively as "Parties."
2. Contractor will provide the following services to City in exchange for payment of fees
and compliance with the Terms and Conditions of this Agreement. This Agreement, City
activities and all discussions regarding City website development shall be treated as confidential
and shall not be disclosed to parties other than representatives of Contractor and the authorized
representatives of City. It is agreed that a designee of City, Nita McKay, will be project manager,
with decision making authority on behalf of City, for purposes of this Agreement.
3. Contractor agrees to perform Website Development as described in "Attaclunent A" at
a price of $31,080.
(a) City agrees to pay Contractor as follows:
(i) An initial payment equal to 20% of the total cost;
(ii) A payment equal to 20% of the total cost upon City approval of the
homepage wireframe;
(iii) A payment equal to 20% of the total cost upon City approval of
homepage design comp;
(iv) A payment equal to 20% of the total cost upon implementation of the
Vision Content Management System on a Contractor's server;
(v) A payment equal to 20% of the total cost 21 days from Completion as
defined below.
4. Documents & Data; Licensing of Intellectual Property: Upon payment in full,
Contractor grants a non-exclusive and perpetual license for City to copy, use, or modify for its
own use, any and all copyrights, designs, and other intellectual property embodied in this
website, which are prepared or caused to be prepared by Contractor under this Agreement
("Documents & Data"), to which Contractor retains ownership of all intellectual property rights.
Notwithstanding anything to the contrary in any of the agreement documents, City understands
and agrees that Contractor shall retain all right, title, and interest to the Vision Content
Management System' (also known as the Vision Internet Content Management System, VCMT,
VCMS and the Vision Content Management Tool), and Dynamic and Interactive Components.
5. Intentionally omitted.
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6. Intentionally omitted.
7. Additional services not covered in this Agreement and extra hours will be presented
to City for approval prior to commencement of work ("Extra Work"). Extra Work will be billed at
Contractor's 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. City
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. Maintenance work
is considered Extra Work as defined herein.
8. Intentionally omitted.
9. City shall supply all information to Contractor in digital format including without
limitation copy, text, audio files, video files, pdf files, photographs, artwork and preexisting
graphics.
10. City understands and agrees that Contractor will develop website frontend to be
compatible with Internet Explorer 9 and 10, and the latest released versions at the time of
Completion of. Firefox, Chrome, and Safari. Website backend will be compatible with Internet
Explorer 9 and 10 and the latest released version at the time of Completion of Firefox. Website
may not be compatible with previous or future versions. Website will be optimized for 1024 x
768 pixels resolution or above. City understands and agrees that the website will be developed
with Hypertext Markup Language ("HTML"), CSS, JavaScript, and Microsoft ASP.NET ("MS -
ASP") interfaced with a database created in Microsoft SQL Server 2012 R2 ("MS -SQL"). City
understands and agrees that the website is developed to run on a Microsoft Windows Server 2012
("MS -Server"). visionMobile"', if provided under this Agreement, will be compatible with the
latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows
Phone 7 Internet Explorer. visionMobile"' may not be compatible with previous or future
versions. visionMobile", if provided under this Agreement, shall include "Powered by Vision
Internet" in the footer and always be linked to a Contractor web page. City is responsible for the
costs of all software licensing.
City understands and agrees that the website frontend and content migrated by
Contractor will be designed to be compliant with Section 508 guidelines on accessibility as
follows: Compliance standards will be verified via Watchfire's BobbyTM software to be
compliant to automatic checkpoints prior to Completion. City understands and agrees that
website backend and third party tools may not be Section 508 compliant. Contractor is not
responsible for content migrated by City or any third party.
11. Limited Warranty: Contractor does warrant that all of the deliverables included in
this Agreement will be conveyed to City upon transfer of the website to the production server
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("Completion"). All programming code developed by Contractor within the project is warranted
to be free of any errors or bugs that prevent the code from performing as originally intended
("Warranted Problem") for a period of twelve (12) months from the date of Completion.
Contractor will create a backup of the website on the date of Completion. If any Warranted
Problem arises while City or its designee is maintaining the website, Contractor will restore the
website back to its condition as it existed at Completion. If Contractor is maintaining and
hosting the website, 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 City's request.
Contractor shall only be responsible for any costs associated with correcting any unmodified
programming code during this twelve (12) month period following the Completion.
Except as expressly set forth in the immediately preceding paragraph, CONTRACTOR
MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF
MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE
WHATSOEVER. In no event, at any time, shall the aggregate liability of Contractor exceed the
amount of fees paid by City to Contractor 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.
12. Contractor does not warrant any results from the use of any web pages created under
this Agreement, including but not limited to, the number of page or site visitations, download
speed, database performance, or the number of hits or impressions.
13. Although Contractor may offer an opinion about possible results regarding the
subject matter of this Agreement, Contractor cannot guarantee any particular result. City
acknowledges that Contractor has made no promises about the outcome and that any opinion
offered by Contractor in the future will not constitute a guarantee.
14. Contractor may use any web pages developed for the City in any of its own
promotional materials as examples of its work. City agrees that Contractor may place in the
website footer an unobtrusive text link reading "Developed by Vision Internet" or the equivalent.
Contractor's footer text credit shall always be linked to a Contractor web page.
15. Each Party warrants that it holds all rights necessary to display all the images, data,
information or other items being displayed at the City's web pages during the effective period of
this Agreement. City expressly authorizes Contractor to display and/or modify any City supplied
images, data, information and other items in connection with the services provided herein.
16. City agrees to use the website in strict accordance with, but not limited to, all local,
state, and federal laws. City hereby agrees that any text, data, graphics, or any other material
published by City on its website is free from violation of or infringement upon copyright,
trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual
property rights of others, and is free from obscenity or libdl.
17. Intentionally omitted.
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18. Intentionally omitted.
19. Contractor will defend, hold harmless and indemnify City from and against all
liability, loss, cost, damage, or expense, including reasonable attorney's fees, resulting from any
claim of injury to person, damages to property, or monetary damages arising solely out of
Contractor's negligence or intentional misconduct or failure to perform obligations under this
Agreement.
20. City will defend, hold harmless, and indemnify Contractor, its officers, directors,
shareholders, employees, and agents from and against all liability, loss, cost, expense, including
reasonable attorney's fees, resulting from any claim of injury to person, damages to property, or
monetary damages arising out of City's negligence or intentional misconduct or failure to
perform obligations under this Agreement.
21. Estimated times are included for convenience. Actual times will vary depending on
City interaction and participation. However, the Parties agree to reasonably cooperate with one
another in the construction and design of the website in a timely manner.
22. This Agreement shall be governed by and construed in accordance with the laws of
the United States of America, and the State of California. Any cause of action of City 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.
23. The waiver by one Party of any term or condition of this Agreement, or any breach
thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other
term or breach.
24. 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.
25. With the intent to be legally bound, each of the undersigned hereby covenants and
acknowledges that he, she or it (a) has read each of the terns set forth herein, (b) has the
authority to execute this Agreement for such person or entity, and (c) expressly consents and
agrees that the person or entity upon behalf of which the undersigned is acting shall be bound by
all terms and conditions contained herein.
26. 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.
27. 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 the presumptions of California Civil
Code section 1654 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.
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28. Should a dispute, including but not limited to any litigation or arbitration be
commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their
representatives concerning any provision of this Agreement, or the rights and duties of any
person or entity hereunder, the Party or Parties prevailing shall be entitled to reasonable
attorney's fees and court costs incurred by reason of such action.
29. Except for any injunctive relief or similar remedy, which may be sought in any court
of competent jurisdiction subject to Paragraph 22 above, any controversy, dispute, claim or
counterclaim, whether it involves a disagreement about this Agreement or its meaning,
interpretation, or application; the performance of the Agreement; questions of arbitrability as to
subject matter of the dispute; whether an agreement to arbitrate exists and, if so, whether it
covers the dispute(s) in question; or any other question of arbitrability or form of disagreement or
conflict among the Parties to the Agreement, shall be submitted to final and binding arbitration at
the request of either Party, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. The arbitration shall take place in the City of Los Angeles. The
arbitrator shall apply California substantive law and the California Evidence Code to the
proceeding. The arbitrator shall have the power to grant all legal and equitable remedies and
award compensatory damages provided by California law. The arbitrator shall prepare in writing
and provide to the Parties an award including factual findings and the reasons on which the
decision is based. The arbitrator shall not have the power to commit errors of law or legal
reasoning, and the award may be vacated or ,corrected pursuant to California Code of Civil
Procedure sections 1286.2 or 1286.6 for any such error. Ill the event the Parties are unable to
agree as to the arbitrator, each shall select an arbitrator who shall, in turn, select the third and
sole arbitrator. Each Party shall be responsible for one-half of the costs for the arbitrator(s) and
arbitration.
30. 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.
31. Force Majeure: Any delay in the performance by either Party hereto of its
obligations hereunder shall be excused when such delay in performance is due to any cause or
event of any nature whatsoever beyond the reasonable control of such.Party, including, without
limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm,
denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot,
explosion or strike; provided, that written notice thereof must be given by such Party to the other
Party within ten (10) days after occurrence of such cause or event.
32. In the case of any conflict between the Terms and Conditions, Proposal, and
Attachment A, the following order of priority shall be utilized: Terms and Conditions, Attachment
A, Proposal.
33. 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.
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34. 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.
35. 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.
36. 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:
(a) City: City of West Covina
1444 W. Garvey Avenue South
West Covina, CA 91790
Attn: Nita McKay
Nita.mcKay(7 westcovina.or
Fax: (626) 939-8606
(b) Contractor:
Vision Internet Providers, Inc.
2530 Wilshire Boulevard, 2nd Floor
Santa Monica, California 90403
Attn: Steven Chapin
Cc: Rose De Vries
Fax: (310) 656-3103
CITY OF WEST COVINA
DATE: January 28, 2014 By:
Print Name: Nita McKay Print Title: Director of Finance and Administrative Services
VISION INTERNET PROVIDERS, INC.
DATE: By:
STEVEN CHAPIN Title: President
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Attachment A
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Scope of Work
This Attachment A ("Attachment A") describes the Scope of Work for website
development services, to be performed by Vision Internet ("Contractor") for the City of
West Covina ("City"). In this document the words "we," "us," and "ours" refer to the
Contractor. The word "you" refers to the City.
Implementation of the website will include:
The Contractor will consult with the City on how best to organize your website's content.
Based on this consultation, the Contractor will create a homepage layout wireframe that
shows the placement of key information and dynamic content.
The Contractor will deliver the following:
• Homepage layout wireframe
• Approved sitemap
The Contractor will provide the City with one homepage design concept for your
approval. The Contractor will provide revisions of the homepage design concept. Upon
approval of the final homepage design concept by the City, the Contractor will create
up to three interior page designs.
The Contractor will deliver the following:
• One' homepage design concept
Approved homepage design
• Up to three interior page templates
Vision ContenIr zerrlc - L �terl ;
The Contractor will implement the City's website using the Vision Content Management
SystemTM ("visionCMSTM"). Customization of the visionCMSTM includes the frontend graphic
design and layout as well as adding or subtracting fields for your specific needs.
The visionCMSTM will be implemented with the following components:
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Attachment A
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Additional HPALlem. p late
The Contractor will provide the City with an HTML template that vendors of third -party
components can use. Additional web -interfaces with third -party databases and systems
are outside the scope of work of this Attachment A.
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Attachment A
and r9 ct Sqiec!ule
The fable below shows the projected development and launch schedule along with a list
of key deliverables/milestones.
* The schedule may vary depending on additional components and participant decision
times.
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