WEBSITE REDESIGN AND HOSTING #22-15I S I ON*
INTERNET
c eating what's next
for the City of Clearwater
Project Name: Website Redesign and Hosting #22 -15
Project Overview
List of Services
Fees
Vision Internet Providers will perform the following services for the City of
Clearwater
Website Development Services
visionLivew Subscription Services
Contacts
$117,165
$15,600 + 5%
increase
City Project Manager
Name:
Address:
Phone:
Email:
Fax:
City Contract Contact
Name:
Address:
Phone:
Email:
Fax:
Vision Internet Project Manager
Name:
Address: 2530 Wilshire Blvd., 2° Floor, Santa Monica, CA 90403
Phone: (310) 656 -3100
Email:
Fax: (310) 656 -3103
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VISION*
Name: Contract Administrator
Address: 2530 Wilshire Blvd., 2"d Floor, Santa Monica, CA
Phone: (310) 656 -3100
Email: contracts @visioninternet.com
Fax: (310) 656 -3103
terms and conditions
These Terms and Conditions (this "Agreement ") are made and entered into effective as of the date of the
last signature below by and between Vision Technology Solutions, LLC dba VISION INTERNET PROVIDERS
( "Contractor "), and the customer which is a signatory hereto ( "Client "). Client and Contractor are sometimes
individually referred to as a "Party" and collectively as the "Parties."
1. Services. This Agreement (which includes the Addendum(s) attached hereto) sets forth the entire
terms and conditions by which Contractor will deliver and Customer will receive any and all of the services
provided by Contractor, including one or more of the following: website development, shared website and
database hosting, maintenance, visionLiveTM subscription services, professional /support services, content delivery
and /or other extra work and services (collectively, the "Services ") and supersedes all other written or oral
agreements, proposals or understandings with regard to the Services provided for herein. Any modification of this
Agreement is valid only if the modification is in writing and signed by both Parties. 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) attached to and incorporated into this Agreement in exchange for payment of related fees
specified in such Addendum(s) and compliance with the terms and conditions of this Agreement. This Agreement,
Client activities and all discussions regarding Client website development shall be treated as confidential and shall
not be disclosed to parties other than representatives of Contractor and the authorized representatives of Client. It
is agreed that a designee of Client, , will be the project manager, with all decision making
authority on behalf of Client, for purposes of this Agreement.
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 E -1, E -2, etc., as applicable, and 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. Documents & Data; Limited Licensing of Intellectual Property. 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; and upon payment in full, Contractor also grants a
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non - exclusive, non - transferrable and perpetual license for Client to copy, use, or modify for its own use, any and all
copyrights, designs, and other intellectual property embodied in Client's website which are prepared or caused to
be prepared by Contractor under this Agreement. Notwithstanding anything to the contrary, Client understands
and agrees that Contractor shall retain all rights, title, and interests in and to all other Contractor intellectual
property of any kind or nature including without limitation the Vision Content Management SystemTM (also known as
the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool), and
Dynamic and Interactive Components, and any other Contractor intellectual property.
4. Limited Warranty. If Contractor performs Website Development and /or Custom Programming
services, Contractor warrants that all of the deliverables set forth in Addendum A will be conveyed to Client upon
transfer of the website to the production server or delivery of website files to Client ( "Completion "), as applicable.
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 Client or its designee is maintaining the website, Contractor will restore the
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 Client's request.
Contractor shall only be responsible for any costs associated with correcting any unmodified programming code
during this twelve (12) month period following the Completion. Except as expressly set forth above, CONTRACTOR
MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS OF
THE SERVICES FOR A PARTICULAR PURPOSE WHATSOEVER, AND USE OF THE SERVICES OR ANY INFORMATION THAT MAY
BE OBTAINED THERE FROM IS AT CLIENT'S OWN RISK AS THE SERVICES ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS.
In no event, at any time, shall the aggregate liability of Contractor under this Agreement or otherwise exceed the
amount of fees paid by Client to Contractor in the most recent twelve months, and Contractor shall not be
responsible for any lost profits or other damages, including direct, indirect, incidental, special, consequential or any
other damages, however caused. Contractor does not warrant any connection to, transmission over, nor results of
use of, any network connection or facilities provided, nor any third -party applications and software obtained by,
for, or on behalf of Client. Contractor assumes no responsibility for any damages suffered by the Client, including,
but not limited to, server down time, loss of data, loss of business, 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. No Guarantees. Contractor does not warrant any results from the use of any web pages created,
hosted and /or maintained 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. Although Contractor may offer an
opinion about possible results regarding the subject matter of this Agreement, Contractor cannot and does not
guarantee any particular result. Client acknowledges that Contractor has made no promises about the outcome
and that any opinion offered by Contractor in the future will not constitute a guarantee.
6. Rights Regarding 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. 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.
7. Legal Use. Client agrees to use its website at all times in strict accordance with, but not limited to,
all applicable laws, including local, state, and federal laws. Client hereby agrees that any text, data, graphics, or
any other material published by Client on its website is free from violation of or infringement upon copyright,
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trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of
others, and is free from obscenity or libel. Client agrees not to use any process, program or tool via Contractor for
gaining unauthorized access to the accounts of other Contractor clients, customers or account holders or other
Contractor systems. Client agrees not to use Contractor services to make unauthorized attempts to access the
systems and networks of others. Any attempt to do so will result in immediate termination of Contractor services at
Contractor's discretion.
8. No Indemnity. Each Party is responsible for its own negligence.
9. Timing. Estimated times are included for convenience. Actual times will vary depending on Client
interaction and participation. However, the Parties agree to reasonably cooperate with one another in all respects
including, if applicable, in the construction and design of the website in a timely manner.
10. Governing Law and Venue. This Agreement shall be governed by and construed in accordance
with the laws of the United States of America, and the State of Florida, excluding choice of law provisions thereof.
Any cause of action of Client with respect to the services provided hereunder must be instituted within one year
after the claim or cause of action has arisen or be forever barred. The Uniform Computer Information Transactions
Act or any version thereof, adopted by any state in any form ( "UCITA "), 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 Counties of
Pinellas and Hillsborough, State of Florida, and all related appellate courts, and the parties hereby consent to the
jurisdiction of such courts, and that venue shall be in the Counties of Pinellas and Hillsborough, State of Florida.
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.
11. Waiver. The waiver by one Party of any term or condition of this Agreement, or any breach
thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.
12. Conduct. Neither the course of conduct between the Parties nor any trade practice shall act to
modify the provisions of this Agreement, except as expressly stated herein.
13. Authority. With the intent to be legally bound, each of the undersigned hereby covenants and
acknowledges that he or she (a) has read each of the terms set forth herein, (b) has the authority to execute this
Agreement and each initialed Addendum for such person or entity, and (c) expressly consents and agrees that the
entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions contained herein.
14. Interpretation. It is understood and agreed that if any interpretation is to be made of this
Agreement, the same shall not be construed for or against any of the Parties.
15. 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.
16. Prevailing Party. Should a dispute, including but not limited to any litigation or arbitration be
commenced (including any proceedings in a bankruptcy court) between the Parties hereto or their representatives
concerning any provision of this Agreement, or the rights and duties of any person or entity hereunder, the Party
prevailing shall be entitled to reasonable attorney's fees and court and expert costs incurred by reason of such
action.
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17. Independent Contractor Relationship. The relationship of Contractor, including, without limitation,
its employees and subcontractors) with Client is that of an independent contractor and nothing in this Agreement
and /or any 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.
18. Counterparts. This Agreement may be executed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same Agreement. This Agreement becomes effective
upon Contractor's receipt of an executed copy of this Agreement.
19. Force 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 twenty (20) days after occurrence of such cause or event.
20. 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.
21. 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.
22. Survival. The terms and conditions of Sections 3 (Documents & Data; Limited Licensing of Intellectual
Property), 4 -8 (Limited Warranty through No Indemnity), 10 (Governing Law & Venue), 16 (Prevailing Party), 22 (Survival)
and 25 (No Hire) shall survive any termination or expiration of this Agreement.
23. Cooperative Programs. Contractor shall agree to offer the prices and terms and conditions
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.
24. No Third -Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any
person or entity other than the Parties and their respective successors and permitted assigns.
25. No Hire. 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. 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.
26. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Parties named herein and their respective successors and permitted assigns. No Party may assign either this
Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Party
hereto, except that Contractor may assign this Agreement without Client's consent to an affiliate of Contractor or
in connection with a change of control of Contractor.
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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. Contracts; Public Records. Contractor shall comply with public records laws, specifically
Contractor will:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the
Client in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that the
Client would provide the records and at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the Client all
public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. All records stored
electronically must be provided to the Client in a format that is compatible with the information technology systems
of the Client.
Signatures follow.
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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 last signature date below (the "Effective Date ").
"Client"
CITY OF CLEARWATER, FLORIDA
By: W .: Xatd�ti t , t1614,Lc7.-LE
Name: William B. Home, II
Title: City Manager
Date: ,./A0/5
Attest:
Rosemarie Call, City Clerk
Countersigned:
C Agac4 J f \(f\Cr 5
&01.0:
"Contractor"
VISION TECHNOLOGY SOLUTIONS, LLC, DBA VISION
INTERNET PROVIDERS
Signature:
Name: Da id M. Nachman
Title: Chief Executive Officer
Date:
George N. Cretekos, Mayor
Approved as t• form:
att ew Smith,`stant City Attorney
Addendums:
A Website Development Services (and /or Other Services, if applicable)
B visionlive` "Subscription Services
C Hosting Services: NA
D Maintenance Services: NA
E Extra Work (if and when applicable): NA at this time
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Included Services
ONz.
Addendum A
website development services
User Task and Goals Finding
Contractor will collaborate with Client to implement the following usability study on Client homepage:
Survey key stakeholders (up to 6) and visitors (up to 25) in order to identify Client's website's
common tasks and goals
o Client is responsible for gathering the visitors
Install usability testing software on Client website to generate mouse tracking heat -maps and
screen recordings
Analyze Client's Google Analytics data to identify most visited pages, and entry and exit points
Create a target audience and user testing of 5 participants
User accessibility testing with citizens who have disabilities
o City is responsible for gathering test participants and making available screen reader
software
At the end of the usability study, Contractor will deliver a report that includes:
Survey results
Heat -map analysis (clicks & mouse movement)
Most visited pages on Google Analytics
Discovery of common tasks
Discovery of goals
User testing
Navigation Design
The Contractor will consult with Client on how best 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 Contractor will deliver the following:
Homepage layout wireframe
Approved sitemap
Graphic Design
The Contractor will provide Client with three homepage design concepts for your approval. The Client will select
one for implementation in the website. The Contractor will provide revisions of the selected homepage design
concept. Upon approval of the final homepage design concept by the Client, the Contractor will provide up to
three interior page designs per standard layouts available through Contractor's template builder and visionCMSTM
widget requirements. The Contractor will deliver the following:
Three homepage design concepts
Approved homepage design
Up to three interior page templates
Vision Content Management System' Interactive Components and Features
The Contractor will implement Client's website using the Vision Content Management Systemno ( "visionCMSTM ")
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INTERNE
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:
}
Audit Trail Log
Backend Content Title Search
Backend Dashboard
Broken Link Reporter
Content Review and Publishing
Component Manager
Content Scheduling
Context Sensitive Online Help
Departmental Page Restrictions
Document Central
Drag and Drop Multiple File and Image
Uploading
Email Address Masking
Enhanced User Interface
Flexible Site Variable Settings
Image Library
Page Template Library
Personal Toolbar
Role -Based Security
Scheduled Content Review
SiteMaster Template Builder
Submission Validation (reCAPTCHA)
Recycle Bin
Updated and Expired Content Reporting
Web Traffic Statistics
Widget -based Layout Options
Workspace
CONT_
}
}
}
}
Advanced WYSIWYG Editor
Search and Replace
Spell Checker
Style Gallery
Table Wizard
Undo /Redo
User Commenting
Version Control
ADVANCED NAVIGATION MANAGEMENT
Automatic Breadcrumbs
Connected Pages
Content Categories
Dynamic Drop Down Menus
Error 404 (Page Not Found) Handling
External Link Splash Page
Friendly URL Redirect
9
Navigation Control
Navigation Redirect
Page Linking
Quick Links
Single- Source Publishing
Site Search (Google CSE)
Sitemap Generator
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S I CAN'
a N T E R N E t
USER EXPERIENCE AND INTERACTIVITY
) Business Directory
) Business Submissions
) Community Spotlight
) Dynamic Calendar System
) Dynamic Homepage
) Event Registrations
} Event Submissions
} Facilities Directory
} Facilities Reservations
) Feedback Form
) Form Builder
) Frequently Asked Questions
In -page Content Editing
Job Application Manager
Job Posts
News
Online Polls
RFP Posts
Rotating Homepage Banners
Service Directory
Single Sign On
Staff Directory
Sticky News
DEPARTMENT MANAGEMENT
}
}
Department -Level Administration
Department -Level Navigation
Department -Level Sitemap
OUTREACH, MEDIA, AND SOCIAL NETWORKING
Audio and Video Embedding
} Bookmark and Share
eNotification
} Emergency Alert (site wide)
• Facebook FeedReader
) Forward to a Friend
} GovTrack CRMT"'
OneClick Social NetworkingTM
Photo Gallery & Slideshow
RSS FeedReaderTM
Social Media Feed Reader
Twitter FeedReader
ACCESSIBILITY
} Automatic Alt -Tags
) Dynamic Font Resizing
• Dynamic Reader Download Links
10
) Printer Friendly Pages
Table Accessibility Tools
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ADDITIONAL INTERACTIVE COMPONENTS AND FEATURES
Active Directory Integration
Advanced Mega Menu (1)
Key Component Details
Below are details on key components of the visionCMSTM:
Responsive Design with visionMobilen"'
Subsites (2) with Responsive Designs
Active Directory Integration
It is important for a government website to protect itself from unauthorized users. The Vision CMS
includes a user and permission system with encrypted passwords that ensures only authorized staff
can login to the backend. Contractor will integrate the VCMS login with Active Directory if
needed. Client must provide an internal server to host a web service that can be used for the
website to interface with the Active Directory server. SSL is the required protocol for data
communication.
Advanced Mega Menu
The Advanced Mega Menu is a fully customizable mega menu. Along with the options to define
how many levels of navigation and how many columns to use like standard mega menus, the
Advanced Mega Menu also allows users to add extra columns to the mega menu and place
widgets in these columns. Each main navigation item mega menu is designed separately so that,
for example, hovering over "About Us" would show a different mega menu with different widgets
than hovering over "What's New ". By default, all of the standard "Box" widgets can be added to
the Advanced Mega Menu, such as News, Events, Staff, RFPs, FAQs, Facilities, Jobs, Businesses, and
Services, as well as content area widgets, mini calendars and image widgets. More than one
widget can be added to a column, stacked on top of each other.
Widget columns can be added before or after the navigation columns, not in between them.
Multiple columns can be added to one mega menu. Widgets can only be added to widget
columns, not to navigation columns.
19399,99 Vtx,”,
rf
Figure 1: The Advanced Mega Menu can give users extra levels of navigation and content.
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VISI ON'
I N T E R N E `
Subsites with Responsive Design
Subsites allow for individualized and attractive homepages tailored specifically to users' needs. This
includes a unique navigation and design while maintaining a layout consistent with the main site
to keep the subsite easy to use and navigate. However, while there would be consistency in the
websites' layouts, the Subsite could have its own unique look and navigation structure. t
Responsive Design features are included with the Subsite.
Subsites provide the same functionality as the main City website since the subsites wit use the
same backend and have the same interactive components. This means that there is a single VCMS
where all content is stored. Through the use of the optional Approval Cycle, each organization
would have access to their own content but could also share content, such as calendar and news
items.
Contractor will migrate up to 25 pages of content into each subsite; additional pages may be
migrated for an additional budget.
Figure 2: A Subsite allows departments to develop their own individualized looks.
Additional HTML Template
The Contractor will provide Client with an HTML template that vendors of third -party components can use.
Additional web- interfaces with third -party databases and systems are outside the scope of work of this Addendum
A.
Implementation Stages and Project Schedule
The table below shows the projected development and launch schedule along with a list of key
deliverables /milestones.
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SiO
Implementation Step
Vision Stage
• Initial kick -off call with Client's project manager
• Survey preparation and review 2 - 4 Weeks
• User task and goals finding
• Two consecutive onsite brainstorming and planning session
Concept Stage
• Creation of Information Architecture
• Create conceptual sitemap
• Homepage layout wireframe
Design Stage
• Unique, custom graphic design
• Custom icons, buttons, screen elements, and backgrounds
• Homepage design comp
Develop—no—it St_,ge
• Implementation of visionCMSTM
• Integration of interactive components 15 - 31 Weeks
• Migration of up to 2,000 pages of content for the main site
• Migration of up to 25 pages of content for each subsite
Quality Assurance, Documentation, and Training Stage
• Final testing 2 - 3 Weeks
• One day web -based training
Soft Launch & Anal Launch
• Move website to production server
• Completed website
• Website goes live
Total estimated time to launch 36 - 48 Weeks
* The schedule may vary depending on additional components and participant decision times.
Website Development Fees
Client agrees to pay Contractor for Website Development as follows:
1. Price. Contractor agrees to perform work set forth in this Addendum A for $117,165.
2. Payment. Client agrees to pay Contractor as follows:
2 — 4 Weeks
3 — 4 Weeks
2 Weeks
(a) An initial payment equal to 20% of the total cost;
(b) A payment equal to 20% of the total cost upon Client approval of the homepage
wireframe;
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(c) A payment equal to 20% of the total cost upon Client approval of homepage design
comp;
(d) A payment equal to 20% of the total cost upon implementation of the Vision Content
Management System on a Contractor's server; and
(e) A payment equal to 20% of the total cost 21 days from Completion.
3. Non - Contractor Hosting. If Contractor is not to provide hosting services under Addendum B or
Addendum C, then, at Client's request, Contractor will assist Client with setting up the website on Client's
server. A 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 at the time of Completion of Firefox. 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 2012 ( "MS- SQL "). Client understands and agrees that the website is developed to run on a Microsoft
Windows Server 2012 ( "MS- Server "). visionMobilei., 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,M may not be compatible with previous or future versions.
visionMobileT , if provided under this Agreement, shall include "Powered by Vision Internet" in the footer
and always be linked to a Contractor web page. Client is responsible for the costs of all software licensing.
All of the web browsers listed in this section, and any others added by Contractor at its discretion are herein
referred to collectively as the "Supported Web Browsers ".
2. Client understands and agrees that the website frontend and content migrated by Contractor will
be designed to be compliant with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), as
amended by the Workforce Investment Act of 1998 (P.L. 105 -220), hereinafter referred to as "Section 508"
guidelines on accessibility as follows: Compliance standards will be verified via SortSiteTM to be compliant to
automatic checkpoints prior to Completion. Client understands and agrees that website backend and
third party tools may not be Section 508 compliant. Contractor is not responsible for content migrated by
Client or any third party.
3. Contractor may use any web pages developed for the Client in any of its own promotional
materials as examples of its work. Client agrees that Contractor may place in the website footer an
unobtrusive text link reading "Developed by Vision Internet" or the equivalent. Contractor's footer text
credit shall always be linked to a Contractor web page.
4. Client Content. Client shall supply all necessary information to Contractor in a timely manner in
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.
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Addendum B
visionLive'M subscription services
Subscription Services
Pursuant to the terms herein, Contractor agrees to provide Hosting Services, Upgrade Services and Support
Services (collectively "Subscription Services ") as provided below for the Client's Website, which utilizes Contractor's
Vision Content Management System ( "VCMS ") developed under a prior agreement by and between Contractor
and Client or this Agreement ( "Website Development Agreement "). 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 2012
R2 and shared database hosting on a Microsoft SQL Server 2012 for one (1) unique VCMS website. Websites
exceeding 10GB of storage shall be subject to an additional monthly fee of $50 per 5GB increment. The shared server
hosting environment is as follows: Quad -core or Hex -core processors; 10 GB -16 GB memory per hosting virtual server;
VMware High Availability Configuration; RAID 50 and up Storage Area Network Configuration.
Upgrade Services. Contractor will provide Upgrade Services for improvements made to Contractor's
platform which include:
Enhancements to the backend VCMS functionality.
Enhancements to the Included Interactive Components (as listed in Addendum A) that were
developed under Addendum A or other prior agreement entered into by and between Contractor
and Client.
New visionLiveTM 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.
To receive the Upgrade Services, a non- interrupted Subscription Services Addendum must be in place from
time of website launch and the VCMS code must be unmodified. Upgrade Services do not include:
Optional Interactive Components.
Modules, Programs, or Software Applications.
Conversion to new platforms.
Modification of third -party products.
Updates to provide compatibility to third -party products, except for those included in VCMS.
Upgrades that require modification or customization to website design.
System configuration, website content editing and /or formatting, website design, custom data
updates, etc.
Support Services. Support Services is defined as technical support for the unmodified 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.
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Contractor's Initials 1),I
VISION"
Redesign Services. At the conclusion of year four of uninterrupted Subscription Services, the Client will
be entitled to a basic graphic redesign of one (1) website. Basic graphic redesign does not include design themes.
Services shall include:
Project Management
Wireframe Development
Graphic Design Development with one preliminary concept
Graphic Production
Contractor will not develop a sitemap or new content as part of the redesign, but will assist Client in
transferring existing content into the new design.
Included Interactive Components and Features. The initial Included Interactive Components
and Features pursuant to Addendum A are provided in Client's project, subject to upgrades and revisions based on
Contractor's then current Included Interactive Components listed on the Roadmap. Additional options may be
available and can be added for an additional fee.
Customizations. 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 their Website may be subject to a fee to be quoted by a Contractor
representative at the time of the request.
Term
Contractor shall provide Subscription Services for a period of four years commencing when the website is
hosted on Contractor's production server ( "Initial Term "). With respect to the Initial Term, unless one Party has given
written notice to the other Party of its intent not to renew this Addendum at least thirty (30) days prior to expiration
of the Initial Term, this Addendum will continue in effect on a year -to -year basis thereafter until one Party gives
written notice to the other of its intent not to renew this Addendum at least thirty (30) days prior to the expiration of
any renewal term. If the Term of this Addendum is extended or renewed in accordance with the foregoing, all of
the terms and conditions of this Addendum and the Agreement shall continue, unmodified, in full force and
effect, until the end of the last applicable renewal or extension Term, except for fees charged as set forth below.
Subscription Fees
Rate: $15,600 per year payable to Contractor in U.S. funds in advance, which rate shall be increased by
five percent (5 %) per year, for each year of the Initial Term, and any and all renewal terms. Contractor shall invoice
Client annually within thirty days of start of service or any renewal term.
Additional Maintenance Terms and Conditions
1. Website Usage
(a) Client shall use the Subscription Services in strict accordance with, but not limited to, all local, state,
and federal laws. Client shall not use the Subscription Services for any unlawful or destructive purpose including, but
not limited to, copyright and /or trademark infringement. Client hereby represents and warrants that any text, data,
graphics, or any other material displayed or published by the Client on its Website is, and shall continue to be,
throughout the term of this Agreement, free from violation of or infringement upon copyright, trademark, service
16 Client's Initials
Contractor's Initials p,J
mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others, and is free
from obscene or libelous material.
(b) Client represents and warrants that it has or has obtained all rights necessary to display all the
images, data, information or other items being displayed on the Client's Website. Client expressly authorizes
Contractor to display those images, data, information or other items.
(c) Client shall not misuse any of Contractor's resources or cause any disruption to Contractor's
business ( "Misuse "). Examples of Misuse include, but are not limited to, the display of pornography or linking to
pornographic material, the sending of chain letters, advertisements, solicitations, or mass mailings to individuals who
have not agreed to be contacted in this manner (including, but not limited to, what is commonly referred to as
"Spam ").
(d) Client shall not use any process, program or tool via Contractor for gaining unauthorized access to
the accounts of other parties, including but not limited to, other Contractor clients, customers or account holders or
other Contractor systems. Client shall not use Subscription Services to make unauthorized attempts to access the
systems and networks of others. Client shall not use Contractor's services as a door or signpost to another server.
(e) Client shall not use Subscription Services in a manner in which system or network resources are
unreasonably denied to other Contractor clients.
(f) Client will have password access to the VCMS through the Subscription Services. Client agrees to
be responsible for keeping all passwords secure and will immediately notify Contractor if a password is lost, stolen or
compromised in any way. Client shall be responsible for all use of Subscription Services accessed through the
Client's passwords. The Client's passwords are not transferable to any third party and are subject to any limits
established by Contractor.
2. The Internet. Client acknowledges that the reliability, availability and performance of resources accessed
through the Internet are beyond Contractor's control and are not in any way warranted or supported by
Contractor. Client acknowledges that safeguards relative to copyright, ownership, decency, reliability and
integrity of content may be entirely lacking with respect to the Internet and content accessible through it.
Contractor makes no warranty that any systems accessed will be free of computer viruses. Client is responsible for
making backup copies of their files. Client assumes all risk and liability of its use of the Internet.
Client specifically acknowledges that Contractor provides access to other systems not controlled by
Contractor including, but not limited to, discussion groups, RSS feeds, websites and databases, that may contain
pictures and language intended for adult audiences. Client further understands that Contractor is not responsible
for any damages that may result from exposure to such material and Client agrees to hold Contractor harmless
from any damages that may result.
3. Domain Name and Secure Digital Certificate. If agreed to under this Agreement, Contractor will apply for
a custom domain name of Client's choosing. Contractor cannot guarantee the availability of any particular name.
Client is responsible for all fees charged by the registrar (i.e. Verisign or Dotster) including setup and renewal fees.
Client shall be responsible for all licensing fees, if any, including but not limited to secure digital certificate renewal
fees. Contractor shall not be responsible for maintaining or renewing domain names, digital certificates, or any
other third party registrations.
4. Breach. If Client breaches any term of this Addendum and /or the Agreement, Contractor reserves the
right to suspend access to the Client's Website without prior notice and may terminate this Addendum and /or the
Agreement. However, if access is only suspended, Client shall remain liable for all payments due hereunder as if
access had not been interrupted.
17 Client's Initials
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