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HomeMy WebLinkAbout16- Master Services Agreement - Vision - Website RedesignVISION" creating what's next for Me CifyofBozeman Project Name: CITY OF BOZEMAN WEBSITE REDESIGN AND CONTENT MANAGEMENT SYSTEM PROJECT Vision will perform the following services for the City of Bozeman: I Website Development Services visionLivJm Subscription Services Contacts Name: Scott McMahan } Address: 20 E Olive St., Suite 211, Bozeman, MT 5971 3 Phone: 406-582-2277 ? Email: ? Fax: Name: Same as above. Address: I Phone: ] Email: Fax: . _. I} Name: Kristoffer Von Bonsdorff, or his designee Address: 222 N. Sepulveda Blvd., Suite 1500, EI Segui Phone: (310) 656-3100 Email: I Fax: (310)656-3103 a Name: Contract Administrator Address: 222 N. Sepulveda Blvd., Suite 1500, EI Segur :$ Phone: (310) 656-3100 Email: contracts@visioninternet.com Fax: (310) 656-3103 2016-0517 vLP - CBM 1 VISION!' terms and conditions This Master Services Agreement C'Agreement'� is made and entered into effective as of the date of the last signature below (the "Effective Date's by and between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS ("Contractor', and the customer which is a signatory hereto (Client'. Client and Contractor are sometimes individually referred to as a "Party" and collectively as the "Parties." 1. Services. This Agreement (which includes and incorporates the Addendum(s) attached hereto and Contractor's acceptable use policy ("AUP'� posted at www.visioninternet.com) 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, maintenance services, and/or other extra work and services (collectively, the "Services' and supersedes all other written or oral agreements, proposals or understandings with regard to the Services provided for herein. 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. In the event of conflict with an 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 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 C-1, CC=2, 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. 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 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 SystemTM. Contractor also grants a limited, non-exclusive, and non- transferrable license for Client to use the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool, collectively, 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 modify the VCMS and maintains a visionLiveTM 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 and Interactive Components, and any other Contractor intellectual property not provided for in this Section. 2016-0517 vLP - CBM 2 VISION"' 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 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 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 party 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. Except to the extent caused by Contractor's gross negligence, or wanton or reckless misconduct, Contractor assumes no responsibility for any damages suffered by the Client due 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 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. Ri hg is Regarding 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 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. 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. Contractor's footer text credit shall always be linked to a Contractor web page. 7. Indemni . 7.1. Indemnification of Contractor. Intentionally omitted. 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'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 2016-0517 vLP - CBM VISION" 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'�, 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 County of Los Angeles, 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 County of Los Angeles, 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. 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. Except as permitted by law, Contractor activities and all discussions regarding Client website development, including without limitation demonstrations, know-how, techniques, designs, specifications, drawings, compilations, diagrams, models, samples, flow charts, business, strategic and marketing plans, and other technical, financial or business information of Contractor, 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. 12. Authori . 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. 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. 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. 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. Prevailing Party. Should a dispute, including but not limited to any litigation or arbitration be commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder, the Party prevailing shall be entitled to reasonable attorney's fees and court and expert costs incurred by reason of such action. 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 2016-0517 vLP - CBM 4 VISION!" 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 Parry 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 twenty (20) days after occurrence of such cause or event. 19. Severability. 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), 7 (Indemnity), 9 (Governing Law & Venue), 11 (Confidentiality), 15 (Prevailing Party), 21 (Survival) and 24 (No Hire) shall survive any termination or expiration of this Agreement. 22. Cooperative Programs. 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. 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 (including all salary, commissions, and bonuses, whether paid in cash, equity or otherwise) paid to or earned by the applicable person(s) in the preceding twelve-month period. 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'. 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. Client shall permanently delete all copies of the VCMS upon termination of this Agreement. 26.1. The Subscription Services under Addendum B may be terminated with or without cause by the Client. Termination without cause shall be effective only upon 60 -day's written notice to the Contractor. During said 60 -day period, the Contractor shall perform all services in accordance with this Agreement. In the event of termination of Addendum 2016-0517 vLP - CBM 5 VISION'" B not for cause or due to any default of this Agreement or Addendum B by Contractor, Client shall not be entitled to a refund of any amounts already paid by Client for those Subscription Services which have yet to be rendered to the Client through the year of the effective date of termination. In addition to outstanding amounts owed, the Subscription Services fee during the year of the effective date of termination shall constitute the only charge upon termination by the Client for convenience. 26.2. 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. 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 indicated on Page 1 of this Agreement. 28. Invoices. Contractor will submit itemized invoices to Client for the payments required by the applicable Addendum(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. A finance charge of 1.5% 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. 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. 29. Non-discrimination. Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti -discrimination laws, regulations, and contracts. Contractor will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. Contractor will require these nondiscrimination terms of its subcontractors providing services under this agreement. Signatures follow. 2016-0517 vLP - CBM VISIO,N'" IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be signed by their duly authorized representatives and given effect as of the "Effective Date" below. "Client" CITY OF BOZEMAN �•Signature: 2ajk-., Name: C I S A_ X V K\ AS Title: �, ?� n A qo, Uel, Date: 6 — 6-16 Addendums: "Contractor" VISION TECHNOLOGY SOLUTIONS, LLC, DBA VISION INTERNET PRO ID RS Signature: Name: David M. Nachman Title: Chief Executive Officer Date: 2016 A Website Development Services (and/or Other Services, if applicable) B visionLiveTM Subscription Services C Extra Work (if and when applicable) D Maintenance Services (not applicable at this time) 2016-0517 vLP - CBM 7 V I S LCO N Addendum A website deve%pmentservices Included Services Pursuant to the terms herein, Contractor agrees to provide website development services as provided below in exchange for payment of fees and compliance with the terms and conditions of this Addendum and the Agreement. Website development services include the following: Content Consulting Plus Package, Contractor will deliver and perform the following: Contractor will conduct up to two consecutive days of on-site consultation meetings; Meet with Client's project stakeholders to understand current content strategy plan and process; 1, Review current website analytics and provide direction and suggestions on content revisions; ? Provide feedback and direction on current processes; I Customized content strategy ] Website content best practices handout; ? Writing for the web textbook; and 1 One day onsite content strategy training for departments (up to 20 people). Training consists of the following: o Customized plain language exercise; o Website persona exercise; o Communicating with your audience exercise; and o Task process evaluation exercise. WCAG 2. OAA Compliance Services Contractor will provide a frontend website design, excluding third -party tools, sufficiently compliant with WCAG 2.0 AA upon Completion and only to the extent validated by Contractor's accessible content formatting and testing process. Client will need to identify an Accessibility Lead and it is strongly recommended that Client contract with an accessibility consultant. WCAG 2.0 AA Compliance Services includes the following: WCAG 2.0 Education Materials. Contractor will educate Client on accessible content, and on requirements and implications for building and maintaining the website. WCAG 2.0 Design Consulting. Contractor will design the website in the spirit of WCAG 2.0 AA requirements. Contractor will provide up to three design concepts as further detailed in the Navigation and Graphic Design process. Contractor will conduct a test during the design stage. Based on the results, Contractor will consult with Client on issues that may need to be addressed. Accessible Content Formatting and Testing. Contractor will conduct testing throughout the project to ensure the developing website is compliant with WCAG 2.0 AA. Client will provide site accessibility scanning (e.g., SortSite, SiteImprove) tool. Client will provide accessible content up to 500 pages for migration into the website. Contractor will conduct a test on the development website after content migration is completed to confirm pages migrated by Vision are compliant. Based on the results, Contractor will consult with Client on issues that may need to be addressed. WCAG Accessibility Policy. Contractor will collaborate with Client's Accessibility lead to create an Accessibility Policy page to be placed on the website. Training. Contractor will train Client staff on WCAG 2.0 AA compliance via remote meeting service. The training session shall not exceed four hours and includes the following: o Review of WCAG compliance requirements; o Specific training for content editors on using the VCMS to implement and maintain WCAG 2.0 AA; and o Exercises to complete tasks. 2016-0517 vLP - CBM V I S I N Navigation and Graphic DesicLn, The Contractor will consult with Client on how to organize Client website content. Based on this consultation, the Contractor will create a homepage layout wireframe that shows the placement of key information and dynamic content. The Client will review the homepage layout wireframe and may provide feedback to Contractor. The Contractor will then provide Client with three draft homepage design concepts via Client -accessible software or as an email attachment ("Delivery'. The Client will select one homepage design concept for implementation in the website. The Contractor will revise only the selected homepage design concept. After Client reviews the final homepage design concept, the Contractor will provide three interior page designs per standard layouts available through Contractor's template builder and VCMS widget requirements. The Contractor will deliver the following: Three homepage design concepts Approved homepage design Up to three interior page templates Responsive Website Design with vision Designerrm Client's website will be implemented with Responsive Web Design (RWD) ensuring content automatically resizes to fit mobile, tablet and monitor screens. While RWD will make the website viewable across all devices, Client may need to adjust content for readability and to improve usability on smaller screens. visionMobile DesignerTm enables Client to move, hide and reorder content to create an optimized mobile view of the website. Vision Content Management $ystemTm Interactive Components and Features The Contractor will implement Client's website using the VCMS. Customization of the VCMS includes the frontend graphic design and layout as well as adding or subtracting fields. The VCMS will be implemented with the components provided under Addendum B. Integration of Third -Party Components and Databases Online Payment Integration <iframe>. Contractor will integrate links to Client's third -party components into the website: o ArcGIS o Duncan o AV Capture o Online City Hall o Sportsman o Sungard Additional HTML Template The Contractor will provide Client an HTML template that vendors of third -party components can use. Contractor will also integrate links to these third -party components into the overall website navigation. Additional web -interfaces with third -party databases and systems are outside the scope of work of this Addendum A. visionSearch for Laserfiche, The Contractor will configure visionSearch to index the documents (PDF, HTML, DOC, PPT, TXT, OCR) from Client's Laserfiche application. Client shall provide the documents and the Laserfiche application. The frontend user will be able to search the indexed documents. The user may enter words or phrases in a search query, and visionSearch will produce the results on the standard visionSearch frontend page. The search feature will exclude fuzzy, phonic, or natural language searching. Client must provide the maximum document size (one setting of visionSearch) in the Laserfiche application. 2016-0517 vLP - CBM VISION" Website Development Fees Client agrees to pay Contractor for Website Development as follows: Price. Contractor agrees to perform work set forth in this Addendum A for $67,370. Service Cost (Content Consulting Plus 1$17,500 IWCAG 2.0 AA Compliance Services 1$12,500 1Website Development Package One day consultation session via remote meeting service S Navigation and Graphic Design ] VCMS $30,910 1 Up to 500 pages of content migration I Integration of third -party tools Up to two consecutive days onsite training sessions Premium Design Package 1$4,840 visionSearch for Laserfiche 1$1,350 Search Engine Registration 1$270 jTotal 1$67,370 — 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 concepts 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. 3. Non -Contractor Hosting. If Contractor is not providing hosting services under Addendum B 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. Additional Website Development Terms and Conditions 1. Client understands and agrees that Contractor will develop website frontend to be compatible with Internet Explorer 9, 10, and 11, and the latest released versions at the time of Completion of: Firefox, Chrome, and Safari. Website backend will be compatible with Internet Explorer 9, 10, and 11, 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") interfaced with a database created in Microsoft SQL Server CWS -SQL's. Client understands and agrees that the website is developed to run on a Microsoft Windows Server 2012 ("MS -Server's, or later. Responsive Website Design with visionMobile Design4TM mobile browsers will be compatible with the latest released versions at the time of Completion of iOS Safari, Android Chrome, and Windows Phone 7 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". 2016-0517 vLP - CBM 10 VISIION'" 2. Client understands and agrees that the website frontend and content migrated by Contractor will be designed to be compliant with WCAG 2.OAA standards as provided under this Addendum. Notwithstanding the foregoing, Contractor is not responsible for content or design modified by a party other than Contractor, for content or design modified in accordance with Client's specifications or instructions, or for content migrated or design revisions made by a parry other than Contractor after Completion. Client further understands and agrees that the website backend and third -party tools may not comply with Section 508 or WCAG 2.0. 2016-0517 vLP - CBM 11 VIS10,N"' Addendum B visionLive"" subscription services plus edition 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 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: I SOC -certified datacenter I Full hardware redundancy I Redundant generator backup D Daily data backups Intrusion protection ? 24/7 monitoring 1 99.9% uptime i DDoS mitigation service } Up to 50 GB of website content storage ? Standard disaster recovery service with 90 minute failover SUDA701tSerVkes. Support Services is defined as technical support, account management, and education and training for the VCMS. 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', 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: Dedicated Account Manager Account Management* o Semi-annual account reviews (Health Checks) o Semi-annual site analytics report o Semi-annual graphics site audit o Up to 30 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 remote meeting service) * Health Checks, Site Analytics Report and Graphics Site Audit will not be performed until the second year of the Agreement and every year thereafter. ** Thirty site improvement credits will be available beginning the second year of the Agreement and every year thereafter within the Initial Term. Any unused hours in a given year may be carried over to the following year within the Initial Term. VCMS Licensing Services Contractor will provide a license to the Plus edition of the VCMS, which includes the following functionalities indicated by the applicable check marks: 2016-0517 vLP - CBM 12 VISION" vlslonLive�) Plus editions Edition Site Administration & Security 2016-0517 vLP - CBM 13 Advanced WYSIWYG Editor ✓ (.� in page Friiiing r-911 User Management & Security ✓ R Navlgat Ion Management Accessibility Features ✓ © vlslonMobile Designer G,/ Anoroval cycle 1 Mega Menu Designer ! Extrrinel visswuro Protected External Content) User Experience & interactivity I "I Calendar •i FAQs ✓ ®,: Facility Directory ./ j� Staff Directory ,.oP Service Directory Google Translation Online Form BUllder ✓ News Postings ✓ Job Posts Facilities/Events Registration Rcquirea an Implementation fee 2016-0517 vLP - CBM 13 V ISION' 2016-0517 vLP - CBM 14 vision' i., ' Plus editions I. clition =� Unllnc [lalling ✓ r itlzen Request Management Tool 4WO Ouslness Directory RFP Posts IInline Paymr-ni4 visionSearch M Job Application Manager Outreach. Media 8. Social Networking � , eNotlfication Tool ✓ © Emergency Alerts %/ ® RS5 reeds Farphonk & Twittrr Fr-rrl ftr:acWr,, ./ gj Audio & Video Embedding ',/ .� Photo Gallery & 511de Show wslonSoclal I® Streaming Vlden Center Developer Features 4 Import/Export a<' API s ✓ Sandbox Test Environment ✓ 2016-0517 vLP - CBM 14 V I S IC71 N Additional Interactive Components and Features None at this time. VCMS Licensing Services include: Periodic functional enhancements. New visionLivOl 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 products. Compatibility with Client's third -party products. Website design services. All other services not expressly provided for in this Agreement and its applicable Addendum(s). QSifo/ll%Za 0nS, The following are customizations provided in Client's project: None. 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 Addendum. Any changes, alterations or modification requested by the Client to its Website 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. Subscription Fees Rate: 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 $9,000 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 will be due and payable by Client within 30 days. Websites exceeding 50 GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. 2016-0517 vLP - CBM 15 VIS[ON" Addendum C -- extra work Sample On/y, This Addendum is made and entered into by Vision Technology Solutions, LLC ("Contractor") and CLIENT, STATE ("Client's as of the date of full execution. Contractor and Client hereby mutually acknowledge and agree that: 1. On DATE, Contractor and Client entered into the Master Services Agreement 'Agreement"), incorporated herein by reference. 2. The Agreement, including all other terms and conditions therein, shall continue in effect. 3. In the event of any conflict or inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control only to the extent of the services provided in this Addendum, and not any other subject matter covered by the Agreement. Included Services Extra Work Fees Client agrees to pay Contractor as follows: 1. Price. Contractor agrees to perform work set forth in this Addendum for [$a,bcd]. 2. Payment. Contractor will submit itemized invoices to Client for the payments required by this Addendum, and all invoices will be due and payable by Client within 30 days: (a) An initial payment equal to 50% of the total cost; and (b) A payment equal to 50% of the total cost 21 days after completion of the services in this Addendum. OR Payment. Contractor will submit an itemized invoice to Client for the payment required by this Addendum, and the invoice will be due and payable by Client within 30 days. 2016-0517 vLP - CBM 16