CM-12-08-144ROUND ROCK, TEXAS
PURPOSE PASSION. PROSPERITY
cm -12 -0g -it -p -f RECEIVED
AUG 01
City Manager Approval Form
Consider executing "Agreement for Consulting Services" with Vision Internet Providers, Inc. for website
Item Caption: design services
Approval Date: August 3, 2012
Department Name: Administration Department
Project Manager: Will Hamptom
Assigned Attorney:
JKay Gayle
Item Summary:
This agreement is with Vision Internet Providers for the graphic design/redesign of the City's website, design/redesign of interior
page templates, delivery of organizational sitemap, provision of department design themes, and provision/implementation of an
additional site including visionMobile"" for compatibility with mobile devices.
No. of Originals Submitted: 2
Project Name: Website Redesign
Cost: 31,172.00
Source of Funds: General Fund
Source of Funds (if applicable): Select Source Fund
Account Number:
Finance Director Approval: Cheryl Delaney
Date: 8/1/12
Department Director Approval: S. White for Will Hampton
Date: 7/30/12
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP I I I I Budget
N/A OK
❑ ❑✓
N/A OK
Purchasing
no
N/A OK
Accounting
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
CITY OF ROUND ROCK
AGREEMENT FOR CONSULTING SERVICES
WITH VISION INTERNET PROVIDERS, INC.
THIS AGREEMENT is made and entered into on this the 3 day of the month of
qV S4- , 2012, by and between the City of Round Rock, a Texas home -rule
municipal ccporation, whose offices are located at 221 East Main Street . Round u d Rock, Texas
78664-5299 (hereinafter referred to as the "City"), and Vision Internet Providers, Inc., whose
offices are located at 2530 Wilshire Boulevard, 2" d Floor, Santa Monica, California 90403
(hereinafter referred to as the "Consultant" or "Vision Internet").
RECITALS:
WHEREAS, City desires to contract for Consultant's services generally described as
graphic design/redesign of homepage for City's website, design/redesign of interior page
templates, delivery of organizational sitemap, provision of department design themes, and
provision/implementation of an additional site including visionMobileTM for compatibility with
mobile devices; and
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract with Consultant for such services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term indicated
herein, or is terminated or extended as provided herein.
The term of this Agreement shall be for eighteen (18) months from effective date hereof.
City reserves the right to review this Agreement at any time, and may elect to terminate
this Agreement with or without cause or may elect to continue.
2.01 CONTRACT AMOUNT, PAYMENT SCHEDULE .
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant the sum of $30,172.00 in accordance with the following schedule
of deliverables:
00253540/jkg
1. $8,425.00 following acceptance by City of final design for City's website
2. $7,249.00 following acceptance by City of three (3) department design themes
3. $7,249.00 following acceptance by City of final design of additional site
4. $7,249.00 following completion of the entire project and delivery of and
acceptance by City of website and all related design
Consultant expressly acknowledges and agrees that total payments made by City to
Consultant shall exceed the sum of $8,425.00 during City's fiscal year 2012. In the event that
any of the delineated deliverable milestones are achieved before the beginning of City's fiscal
year 2013, then and in that event invoices shall be delayed until after October 1, 2012.
Deductions. No deductions shall be made from Consultant's compensation on account
of penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions. No additions shall be made to Consultant's compensation based upon claims,
whether paid by City or denied.
3.01 PROPOSAL FOR SERVICES
For purposes of this Agreement, Consultant has issued its proposal for services for the
tasks delineated therein. Such proposal for services is dated June 6, 2012, and submitted in
response to City's request. Such proposal for services is appended to this Agreement as Exhibit
"A" and is incorporated herein by reference for all purposes.
4.01 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described under this "Scope of
Services" category and Exhibit "A." Consultant's undertakings shall be limited to performing
services for City and/or advising City concerning those matters on which Consultant has been
specifically engaged. Consultant shall perform services in accordance with this Agreement, in
accordance with the appended proposal for services, and in accordance with due care and
prevailing consulting industry standards for comparable services.
5.01 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be perfornned is enumerated in
Exhibit "A" and herein, and may not be changed without the express written agreement of the
parties. Notwithstanding anything herein to the contrary, the parties agree that City retains
absolute discretion and authority for all funding decisions, such to be based solely on criteria
accepted by City which may be influenced by but not be dependent on Consultant's work.
6.01 REQUIRED DRAFT REPORTS AND FINAL REPORT
Consultant agrees to provide City with any draft reports and a detailed final written
report, together with all information gathered and materials developed during the course of work.
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Consultant agrees to provide City with additional bound copies of the final written report,
if and as requested, with the right to make additional copies being at the sole election of City.
All copies of the written final report will be to specifications as delineated by City.
7.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices. To receive payment for services, Consultant shall prepare and submit a series
of monthly invoices in a form acceptable to City. Each invoice for professional services shall
track the "Scope of Services" category herein, and shall state and detail the services performed,
along with documentation for each service performed. All payments to Consultant shall be made
on the basis of the invoices submitted by Consultant and approved by City. Such invoices shall
conform to the schedule of services and costs in connection therewith. Should additional backup
material be requested by City, Consultant shall comply promptly with such request. In this
regard, should City determine it necessary, Consultant shall make all records and books relating
to this Agreement available to City for inspection and auditing purposes.
Payment of Invoices. City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 9.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and City or because of amounts which City has a right to withhold under this Agreement or state
law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the
services, but not for taxes based upon Consultant's net income.
Offsets. City may, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from Consultant, regardless of
whether the amount due arises pursuant to the terms of this Agreement or otherwise and
regardless of whether or not the debt due to City has been reduced to judgment by a court.
8.01 INTERLOCAL COOPERATIVE CONTRACTING / PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions, including but not limited to purchasing functions, is granted under
Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapters B and C,
and Local Govermnent Code, Title 8, Chapter 271, Subchapter F, Sections 271.101 and 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successfiul
vendor(s) and Round Rock. Such agreement shall be conchrsively inferred for the vendor from
lack of exception to this clause in the vendor's response. However, all parties hereby expressly
agree that the City of Round Rock is not an agent of, partner to, or representative of those outside
agencies or entities and that the City of Round Rock is not obligated or liable for any action or
debts that may arise out of such independently-negotiated "piggyback" procurements.
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9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
1. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
2. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to. purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Contractor a written notice of termination at the end of its then -current fiscal year.
11.01 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the deliverable due dates shall apply as delineated herein.
12.01 SUPPLEMENTAL AGREEMENTS
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or City Manager action, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement, that being
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eighteen (18) months from the effective date hereof. Consultant shall not perform any work or
incur any additional costs prior to the execution, by both parties, of such Supplemental
Agreement. Consultant shall make no claim for extra work done or materials furnished unless
and until there is full execution of any Supplemental Agreement, and City shall not be
responsible for actions by Consultant nor for any costs incurred by Consultant relating to
additional work not directly authorized by Supplemental Agreement.
13.01 TERMINATION; DEFAULT
Termination. It is agreed and understood by Consultant that City may terminate this
Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with
the understanding that immediately upon receipt of said notice all work being performed under
this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and
shall be compensated in accordance with the terms hereof for work accomplished prior to the
receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated
profits for work terminated under this Agreement. Unless otherwise specified in this Agreement,
all data, information, and work product related to this project shall become the property of City
upon termination of this Agreement, and shall be promptly delivered to City in a reasonably
organized foam without restriction on future use, subject to the conditions set forth herein.
Should City subsequently contract with a new consultant for continuation of service on the
project, Consultant shall cooperate in providing information.
It is agreed and understood by Consultant that City may terminate this Agreement for
cause, upon ten (10) days' written notice to Consultant.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination under this section shall
not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default. Either party may terminate this Agreement, in whole or in part, for default if the
party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder.
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The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
14.01 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
15.01 CITY'S RESPONSIBILITIES
Full information. City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City shall require its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services as accurate and complete.
Required materials. Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. Consultant agrees, in a timely
manner, to provide City with a comprehensive and detailed information request list, if any.
16.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership
relationship. Neither party has authority to enter into contracts as agent for the other party.
Consultant and City agree to the following rights consistent with an independent contractor
relationship:
1. Consultant has the right to perform services for others during the term of this
Agreement;
2. Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed;
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3. Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement;
4. Consultant or its employees or subcontractors shall perform the services required
hereunder. City shall not hire, supervise, or pay any assistants to help Consultant;
5. Neither Consultant nor its employees or subcontractors shall receive any training
from City in the skills necessary to perform the services required by this
Agreement;
6. City shall not require Consultant its employees or subcontractors to devote full
time to performing the services required by this Agreement; and
7. Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
17.01 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information ,gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
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Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be Iiable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
City and delivered to City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than the Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to
Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
18.01. WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
19.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to Consultant; thereafter,
(a) Consultant shall either promptly re -perform such services to City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein, then this Agreement may be terminated for default.
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In no event will Consultant be Liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
20.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Compliance with Laws. Consultant, its agents, employees and subcontractors shall use
best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of
the City of Round Rock, as amended, and all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits
and licenses required in the performance of the services contracted for herein.
Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the
services performed hereunder. City is qualified for exemption pursuant to the provisions of
Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act.
21.01 FINANCIAL INTEREST PROHIBITED
Consultant covenants that Consultant, its officers, employees, agents, consultants and
subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any
product, materials or equipment that will be recommended or required for this project.
22.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms hereof. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
23.01 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
1. Withhold FICA from Consultant's payments or make FICA payments on
Consultant's behalf; or
2. Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
3. Withhold state or federal income tax from Consultant's payments.
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24.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows: when delivered personally to recipient's
address as stated in this Agreement; or three (3) days after being deposited in the United States
mail, with postage prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Vision Internet Providers, Inc.
2530 Wilshire Boulevard, 2i Floor
Santa Monica, CA 90403
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
comrnunications between representatives of City and Consultant.
25.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas. If legal action is necessary
by either party with respect to the enforcement of any or all of the terns or conditions herein,
exclusive jurisdiction and venue shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
26.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
27.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
28.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
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void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement, through a process
of mutual agreement and negotiation, to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision. The provisions of this
section shall not prevent this entire Agreement from being void should a provision which is of
the essence of this Agreement be determined void.
29.01 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to City and according to generally accepted business
practices.
30.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
31.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
32.01 MISCELLANEOUS PROVISIONS
Time of the Essence. Consultant agrees that time is of the essence and that any failure of
Consultant to complete the services for each phase of this Agreement within the agreed project
schedule may constitute a material breach of this Agreement. Consultant shall be fully
responsible for its delays or for failures to use reasonable efforts in accordance with the terms of
this Agreement. Where damage is caused to City due to Consultant's failure to perform in these
circumstances, City may withhold, to the extent of such damage, Consultant's payments
hereunder without waiver of any of City's additional legal rights or remedies. City shall render
decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly
progress of Consultant's work.
Force Majeure. Neither City nor Consultant shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
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which it is not responsible or circumstances beyond its control. However, notice of such
impediment or delay in performance must be timely given, and all reasonable efforts undertaken
to mitigate its effects.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original; and all of which, taken together, shall constitute
one and the same instrument. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated.
CITY OFRD ROCK, TEXAS
By:,
Date Signed:
FOR CITY, ATTEST:
By:
By:
e. W cVw od, G' rrtarn &yer
(41/Ai
Sara L. White, City Clerk
PROVED S TO FORM:
L. Sheets, City Attorney
VISION INTERNET PROVIDERS, INC.
By:
PuttedN.�ne: )t,,,./
Title:
Date Signed: 7-
12
vision
Internet
June 6, 2012
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Re: Enhancements #1
vision internet
2530 wilshire blvd. 2"d fl
santa monica ca 90403
888.263.8847 / 310.656.3100
310.656.3103 fax
info@visioninternet.com
www.visioninternet.com
To Whom It May Concern,
This document, Enhancements #1, represents and describes additional work for the
City of Round Rock website. meas
services-meet--your-.expectations,._..pleasesig
this document
Warsaw frecifeskjev
Design is important. Today, many people judge the quality of an organization largely
based upon the quality of its website. These opinions are especially influenced by the
initial impression of the website's graphic design. Design ensures that site visitors will
use the website as a resource; if the website is not attractive and inviting, people
assume it is of little value and that it does not contain the information they need.
With Vision Internet, your website will have a design that makes it stand out on both a
regional and national basis. The City's website will be inviting, easy to use, and will
reflect your unique identity. This will be accomplished through the following design
characteristics:
• Creative design that reflects the City and that captures the essence of your
community.
• Highly functional layout that makes important information available from the
homepage and pages throughout the site.
• Photos and collacle_A of recognizable landmarks, scenery of the City, and the
local area.
• Consistent look and feel throughout the site to make it easier for website
visitors to navigate the site and find information they need.
• Section 508 Compliance making it accessible to persons with disabilities.
• Ea y to use drop down menus helping users to quickly understand navigation
and locate information with the least amount of clicks.
• Breadcrumbs showing the user's current path to let them know exactly where
they are on the website.
EXHIBIT
HA"
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Internet
Vision Internet is recognized for its ability to create great designs that fulfill each of the
above objectives. We have been featured in the national media and have won over a
hundred awards for creating effective web solutions, including the most prestigious
awards in the industry. We intend to use all of this skill and experience to create an
award-winning quality website for you.
ATTRACTIVE DESIGN
Vision Internet's creative ability and expertise will allow us to develop compelling
graphic design to make your website look great, while maintaining its usability. We will
work very closely with your staff to establish a design for the website that reflects your
unique identity.
Included in our scope of work, we will implement a new homepage design for your
website. We will provide the City with up to three different preliminary homepage
design concepts for review. You will select one to revise and implement on the
website. We will also create up to three interior page designs. These interior page
templates can be applied to your website's departmental pages, providing a consistent
overall look.
Towards the end of the design phase, we will deliver the following:
• Approved homepage design
• Up to three interior page templates
Upon completion of these elements, Vision Internet will implement these designs onto
the City of Round Rock website.
SITEMAP
Vision Internet can consult with your staff on how best to organize your website's
content. For your website, we recommend organizing information by service, topic,
and/or target users. Keep in mind that the average user does not know the
organizational structure of the City, nor needs to. Our approach allows users to find
information in the variety of ways that are most important to them. This is a solution we
use on many of our government websites making it easy for visitors to find information.
This is because content is available through multiple "paths" making it simple for users
to search the site regardless of their preferred method. Towards the end of our
optional consulting, we will deliver:
• Approved sitemap
Please note that consultation for the services described above will be conducted
remotely from our office in Santa Monica, California.
Department Themes
Design Themes allow you to give subsections of the website their own unique look and
feel while providing overall navigational and page layout consistency for your website
visitors. The navigational and page layout consistency will make navigating the site
easier for your users; the structure will remain the same throughout the website. At the
same time, however, by being able to apply different graphic designs and color
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schemes to different sections, you can incorporate distinct branding elements into a
single website. To make it easy for your staff, they can simply select the design theme
to be applied to the page from a list of available options that Vision Internet defines for
the content management system.
Vision Internet can provide a department with its own individualized and attractive
homepage tailored specifically to their needs. This includes a navigation and design
that can be completely independent of the main City website. An additional Site will
have the same functionality as your main City website since it will use the same
backend and have the same interactive components. This means that there is a single
Vision Content Management System (VCMS) where all content is stored. Through the
use of the Approval Cycle each organization would have access to their own content
but could also share content, such as calendar and news items. Additionally, included
visionMobile' will make your Additional Site compatible with mobile devices.
Website Redesign' $18,000
Department Design Themes (3) $5,740
Additional Site $13,975
Sub -Total $37,715
20% Discount ($7,543)
Total $30,172
If you have any questions regarding the above mentioned proposed item, please feel
free to contact Ashley Fruechting. We look forward to further discussing how Vision
Internet can provide the City of Round Rock with solutions for its website needs.
Sincerely,
Steven B. Chapin
President, Vision Internet Providers, Inc.
As part of the City's development agreement with Vision Internet, this price includes the implementation
of the site's functionality, including visionMobilem, for the City website.
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