CM-12-02-033Item Caption:
033RECEIVED
FEB 16 2012
City Manager Approval Form
Consider executing an Advisor Agreement with Vision Internet Providers, Inc. to participate in the
development of Vision Internet's Vision Content Management System.
Approval Date: February 17th, 2012
Department Name: Administration Department
oject Manager:
Will Hampton
signed Attorney:
Item Summary:
The City of Round Rock website is operating on software developed more than 7 years ago, and is due for an upgrade. This
agreement will allow the City to receive an upgrade from our current provider, Vision Internet, in exchange for CIO Brooks
Bennett helping Vision Internet develop its next generation website software. This project will parallel a graphic redesign of the
website as well, but that work will be done under a separate agreement.
No. of Originals Submitted: 2
Project Name: Content Management System for CORR website
Cost: N/A
Source of Funds: Select Source Fund
Source of Funds (if applicable): Select Source Fund
Account Number: N/A
Finance Director Approval: Cheryl Delay Date: 2/14/12
Dated /. y
Department Director Approval:
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP ❑ Budget ❑� Purchasing ❑� Accounting ❑1
N/A OK N/A OK
N/A OK
N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
Advisor Agreement
Vision Internet is forming a customer advisor group ("Group"). The purpose of the Group is to
collaborate with key clients to identify possible new features, receive feedback on system
designs, and test software prior to its becoming generally available. Municipalities and agencies
that participate in the Group will receive complimentary software and services as compensation
for the dedication of time and resources to the Group. This Agreement outlines the
responsibilities of the agency and Vision Internet.
On the i ? day of , 2012 the City of Round Rock ("City") and Vision Internet
Providers, Inc. ("Vision Internet") en r into this Advisor Agreement ("Agreement") whereby the
City will participate in the Group. The term of this Agreement shall be for one year and can be
renewed annually if agreed to in writing by both parties. The terms and conditions of the
Agreement are set forth in the paragraphs that follow.
City Responsibilities
As a participant in the Group, the City will assign a staff person ("Participant") to participate in
the development of Vision Internet's Vision Content Management System ("CMS"). The
activities of the Participant may include without limitation:
• Participating in brainstorming sessions and other meetings
• Reviewing and providing feedback on system designs
• Documenting ideas the City recommends Vision Internet create
• Reviewing system
• Alpha and Beta Testing CMS software and documenting feedback
While the time required of the City will vary from month-to-month, the City should expect to
dedicate 16 to 24 hours per month to the project.
The City will assign Brooks Bennett to serve as a Participant in the Group and collaborate with
Vision Internet and other Group participants.
City's representative(s) for the Group must have a high level of knowledge and experience in
web technologies, content management systems, and the Vision Internet CMS. Vision Internet
will have the right to accept or refuse the staff person assigned by the City.
Vision Internet Responsibilities
In exchange for the City's participation in the Group and performance of City's responsibilities
as set forth above, Vision Internet will offer:
(a) CMS upgrades or components at no cost to the City; and,
(b) In addition to the base CMS, Vision Internet shall offer the following standard
components:
• Approval Cycle
• Business Directory
• Calendar
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• Dynamic Department Homepages
• eNotification
• Facility Directory
• Form/Survey Tool
• Frequently Asked Questions
• Job Postings
• Link Library
• News and Newsletters
• Photo Gallery
• RFP Postings
• Service Directory
• Sitemap
• Staff Directory
(c) Vision Internet will also provide optional components that the City is actively involved in
creating. In addition to the software, Vision Internet will also provide implementation
services and technical support as it deems appropriate.
(d) Not included are:
• Optional Components and functions not specifically included above
• Graphic Design Services
• 3rd Party software
Conflict Of Interest
a. In General. Vision Internet represents and warrants that, to the best of Vision Internet's
knowledge and belief, there are no relevant facts or circumstances which could give rise to a
conflict of interest on the part of Vision Internet, or that Vision Internet has already disclosed all
such relevant information. City represents and warrants that, to the best of City's knowledge
and belief, there are no relevant facts or circumstances which could give rise to a conflict of
interest on the part of City, or that City has already disclosed all such relevant information.
b. Subsequent Conflict of Interest. Vision Internet agrees that if an actual or potential
conflict of interest on the part of Vision Internet is discovered after the execution of this
Agreement, Vision Internet will make a full disclosure in writing to the City. This disclosure shall
include a description of actions, which Vision Internet has taken or proposes to take, after
consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within
45 days, Vision Internet shall have taken all necessary steps to avoid, mitigate, or neutralize the
conflict of interest to the satisfaction of the City. City agrees that if an actual or potential conflict
of interest on the part of City is discovered after the execution of this Agreement, City will make
a full disclosure in writing to Vision Internet. This disclosure shall include a description of
actions, which City has taken or proposes to take, after consultation with Vision Internet to
avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, City shall have
taken all necessary steps to avoid, mitigate, or neutralize the conflict of interest to the
satisfaction of Vision Internet.
c. Interests of City Officers and Staff. No officer, member or employee of City and no
member of the City Council shall have any pecuniary interest, direct or indirect, in this
Agreement or the proceeds thereof. Neither Vision Internet nor any owner of Vision Internet
shall serve on any City board or committee or hold any such position which either by rule,
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practice or action nominates, recommends, or supervises Vision Internet's operations or
authorizes funding to Vision Internet.
Other Terms
All information regarding services and products discussed within the Group including without
limitation the VCMS are considered confidential and trade secrets of Vision Internet and not
subject to disclosure including but not limited to FOIA or equivalent. To the extent any such
information, designs, services, code, software, or other materials (collectively, "Vision Internet's
Information") are provided to City, City shall not provide, publish, disclose or share such Vision
Internet's Information, and/or any derivations thereof, to any third party, and City is licensed to
use such Vision Internet's Information only for its own purposes.
Upon request by Vision Internet, City agrees to identify, in writing, all individuals who have
received or have had access to Vision Internet's Information. As to those individuals,
contractors, or entities who may receive the disclosure of Vision Internet's Information to
perform the limited tasks set forth above, the undersigned agrees that, upon request by Vision
Internet, all such persons shall sign and deliver Vision Internet's approved form of confidentiality
agreement.
Vision Internet's release of any of Vision Internet's Information shall not in any way waive, or be
deemed to waive any proprietary rights to any such Vision Internet's Information.
Vision Internet may use any web pages developed for the City in any of its own promotional
materials as examples of its work. City agrees that Vision Internet may place in the website
footer an unobtrusive text link reading "About this Website" or the equivalent which shall link to
a page that mentions Vision Internet as the website creator. On that page shall be a link to a
Vision Internet web page.
Until the Parties have mediated any dispute between them, either formally with a mutually
acceptable neutral third party, or informally witha involvement of at least Steven Chapin on
behalf of Vision Internet, and 5 Ve IV�1A/O0C , on behalf of the City, the Parties shall not
make any disparaging remarks or statements, in person, in writing, or electronically, about the
other Party, or its representatives. Each of the Parties covenant, represent and warrant to each
other that it will not solicit, encourage, cooperate with, or assist in any way, any claim, cause of
action, demand or request against any other Party by any third party. Except that pursuant to,
and only to the extent required by, subpoena or Court Order, the Parties will comply with said
lawful process. In the event any Party receives such a subpoena or Court Order requiring such
action by it, it will provide notice to and reasonably cooperate with the other Party. This
provision shall survive any expiration, termination or cancellation of the Agreement and shall
continue to bind City, its successors, agents and assigns.
City acknowledges and agrees that any disclosure or use of Vision Internet's Information for
purposes other than those contemplated in the Agreement, as amended, will cause irreparable
harm and loss to Vision Internet. In the event of any breach of the Amendment, the Parties
hereby acknowledge that the services to be rendered by the Parties under the terms of this
Amendment are of special, unique, extraordinary and intellectual character, which gives them a
peculiar value, the Toss of which cannot be reasonably or adequately compensated in damages
in any action at law and that the breaching party may cause the non -breaching party irreparable
injury and damage and that specific performance and/or immediate ex parte injunctive relief are
available as remedies, as well as all other legal and equitable remedies available to it.
City shall not be entitled to rely on this Agreement or any of Vision Internet's Information for any
purposes whatsoever, except as expressly represented and warranted in writing by Vision
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Internet. This Amendment shall apply to each of the Parties named in the Agreement, and all of
their employees, contractors, advisors, attorneys, accountants, and other agents.
This Agreement and any documents referred to herein or executed herewith constitute the
Parties' entire agreement with respect to the subject matter hereof and supersede all
agreements, representations, warranties, statements, promises, and understandings, whether
oral or written, with respect to the subject matter hereof. The Agreement may not be amended
altered, or modified except by a writing signed by all Parties.
The Agreement has been negotiated and entered into in the State of California, and all
questions with respect to the Agreement and the rights a liabilities of the Parties hereunder shall
be govemed by the laws of the State of California.
In the event of any controversy, claim or dispute in connection with the terms or conditions of
this Agreement, or the subject matter or enforcement hereof, the prevailing Party shall be
entitled to recover all costs incurred (including but not limited to reasonable attorneys' fees) in
connection therewith, whether or not suit is filed and whether or not any such suit proceeds to
judgment.
The validity, legality or enforceability of the remainder of this Agreement shall not be affected
even if one or more of the provisions of this Agreement is held to be invalid, illegal or
unenforceable in any respect.
CITY OF ROUND ROCK
By:
Title: Gid tAGUI,al€4(
VISION INTERNET PROVIDERS, INC.,
a California corporation
STEVEN CHAPIN
Its: President
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