HomeMy WebLinkAbout11. Approve Professional Svs Agrmt w-Vision Internet for Website ConsultingItem Ivo.
TO: i • D MEMBERS OF •
FROM: OFFICE OF
• •'
GER CITY MANAGE
/i
, MANAGEMENT ANALYSTDATE- FEBRUARY 13, 2018
INTERNETSUBJECT: APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH VISION
•CONSULTING,DESIGN AND HOSTING
SERVICES I
That the City Council approve a Professional Services Agreement with Vision Internet for
website consulting, design and hosting services, and appropriate $39,780 from the 2017-2018
General Fund for this purpose.
•
The City website is one of the organization's most important methods for sharing information.- It
is a heavily utilized resource that provides readily accessible information to the public seven
days a week, 24 hours day. The current City website, although recently redesigned, does not
meet the needs and expectations of both City staff and the public. The website falls short in
some of its basic functionality, and is not a viable tool going forward, as more sophisticated
expectations for municipal websites become prevalent. As technology related to online
municipal engagement has been advancing, the City's current website and content
management tool does not include many of the features and functions expected in a modern
government website.
Redesigning and introducing a new City website will better empower visitors to the site to find
the information they need, when they need it. The goal is to create a more user-friendly,
attractive, customer -focused City website.
In meeting with the Council website subcommittee, comprised of Mayor Ashton and
Councilmember Saab, City staff communicated its concerns with the current City website and
obtained three website vendor proposals from the following agencies: Civic Plus, Proud City,
and Vision Internet.
These vendors demonstrated a high level of website expertise and professionalism. However,
Vision Internet had a clear advantage over the other two vendors, in both experience working
with municipal governments that tailored to promote community engagement, and meeting the
technical support required by the City. The website subcommittee agreed that Vision Internet
has a user-friendly product and a website development process that takes into account the
City's needs, and more importantly, the information needs of the community.
0
Approve Professional Service Agreement with Vision Internet
February 13, 2018
Vision Internet, founded in 1995, is a full-service vendor that specializes in government website
development. They have developed websites for cities including: Burbank, Glendale, Manhattan
Beach, and Commerce. Vision Internet is offering website consulting, design, development, and
maintenance services to the City, which can be viewed in the attached Scope of Services
(Exhibit "A").
Vision Internet will work directly with the City to strategize the website redesign, which will
include custom graphic design, custom features, implementation of vision content management
system, and website testing. Vision Internet's vLive Plus Edition will include hosting and
support services, security, maintenance, and an additional redesign after four years of service.
In addition, the new platform will provide easier navigation, a more user-friendly content
management system, and compatibility with mobile devices and current internet browsers. It is
estimated that the project, from initial design to the site launch, will take approximately six to
eight months.
The flexibility of the content management system offered by Vision Internet, coupled with a
commitment and capacity to enhance the website, will be key components to a successful new
City website. The result will be a new, strong web experience, and an investment in a tool that is
able to adapt with new technologies emerging in the future.
Therefore, Staff is recommending that the City Council approved a professional services
agreement with Vision Internet for website consulting, design and hosting services.
Approval of this item will result in a reduction of $39,780 from the 2017-18 General Fund. There
is also a recurring annual fee for hosting and maintenance services, which is a standard fee the
City already budgets for each year.
The following shows the anticipated costs over the next five years:
Attachment: Agreement
R
PROFESSIONAL
BY AND BETWEEN THE CITY OF DOWNEY AND
VISION • •SOLUTIONS,•;•,. VISION
• PROFESSIONAL WEBSITE C• AND •
1. PARTIES AND DATE.
This Agreement is made and entered into this 13th day of February, 2018 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and Vision Technology Solutions, LLC, dba Vision Internet, a Delaware Limited Liability
Company, with its principal place of business at 222 N. Sepulveda Blvd., Suite 1500, EI
Segundo, CA 90245 ("Consultant"). City and Consultant are sometimes individually referred
to as "Party" and collectively as "Parties."
2 RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain
professional website consulting, design and hosting services required by City on the terms
and conditions set forth in this Agreement. Consultant represents that it has demonstrated
competence and experience in providing professional website and web consulting services to
public clients,_ is licensed in the State of California, and is familiar with the plans of City.
City desires to engage Consultant to render such services for the City of Downey
professional website consulting, design and hosting project ("Project") as set forth in this
Agreement.
3. TERMS.
3.1.1 General Sco e of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional web consulting services necessary
for the Project ("Services"). The Services are more particularly described in Exhibit "A"
attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from February 13, 2018 to
February 13, 2023 unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The term of this Agreement may be extended by a written
amendment to this Agreement signed by the City Manager and Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide amore detailed schedule of
anticipated performance to meet the Schedule of Services. The parties acknowledge that the
Schedule of Services may be amended by mutual agreement due to changes in
circumstances, including changes in the performance schedules of other third parties
performing work for the City on the Project, which affect the timing of Consultant's
performance of the Services.
3.2.3 Conformance to Applicable Reguirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Ivey Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon writtenapprovalof City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the City Manager, or
his or her designee, to act as its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for
all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates David
Rodriguez -Project Manager, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's, Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes
under this Agreement. The Consultant's Representative shall supervise and direct the
Services, using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all portions of
the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project,a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the indemnification provisions of this Agreement, from any
claim or liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations. Consultant's violation of such laws, rules and regulations shall also constitute a
material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services under this Agreement until it has provided evidence satisfactory to the City that it
has secured all insurance required under this section. In addition, Consultant shall not allow
any subcontractor to commence work on any subcontract until it has provided evidence
satisfactory to the City that the subcontractor has secured all insurance required under this
section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees or
subcontractors. Consultant shall also require all of its subcontractors to procure and maintain
the same insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scopeof Insurance. Coverage shall be at least
as broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any
auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation
insurance as required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to
this Agreement/location or the general aggregate limit shall be twice the required occurrence
limit; (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage;
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as
required by the Labor Code of the State of California. Employer's Liability limits of
$2,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liabilif . Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of five (5)
years following completion of the Project, errors and omissions liability insurance appropriate
to its profession. Such insurance shall be in an amount not less than $2,000,000 per claim,
and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied
or approved by the City to add the following provisions to the insurance policies:
(A) General Liabilitu. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the Services or operations
performed by or on behalf of the Consultant, including materials, parts or equipment
furnished in connection with such work; and (2) the insurance coverage shall be primary
insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by
the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees, agents
and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by
the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant's insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liabili Covera e.
The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the City; and (B) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds,_No S ecial Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce
or eliminate such deductibles or self-insured retentions as respects the City, its directors,
officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a
bond guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptabilily Acceptabilityof Insurers. Insurance is to be placed with
insurers with a currentA.M. Best's rating no less than A: VII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on
its behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at
any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal Jaws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
C.,. 3 Fees and PaymenL-C
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit "C" attached hereto and incorporated herein by reference. The total
compensation shall not exceed One Hundred Four Thousand One dollars ($104,001.00)
without written approval of the City. Extra Work may be authorized, as described below, and
if authorized, said Extra Work will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 PaymentofCompensation. For the consulting, design and website
building portion of the project, Consultant shall submit to City a monthly itemized statement
which indicates work completed and hours of Services rendered by Consultant. The
statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within thirty (30) days of receiving such
statement, review the statement and pay all approved charges thereon. Upon official launch
of the website, consultant shall submit to City the invoice for the annual hosting and
maintenance fees on a fiscal -year basis.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work. At anytime during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
fora period of three (3) years from the date of final payment under this Agreement.
3.5.1 Termination of A
greement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience, except during the Development Phase of the Project as defined in
Exhibit A, and without cause by giving written notice to Consultant of such termination, and
specifying the effective date thereof, at least seven (7) days before the effective date of such
termination. Consultant may only terminate this Agreement for cause upon giving the City
not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
Assignment of this Agreement or transfer of the Project by either party to any
other entity in violation of Section 3.5.12;
Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
Material changes in conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Vision Technology Solutions LLC dba Vision Internet
222 N. Sepulveda Blvd., Suite 1500
EI Segundo, California 90245
Phone: (310) 266-0243
Fax: (310) 656-3103
Attn: Terry Williams, Contracts Manager
City:
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7284
Fax: (562) 923-6388
Attn: City Manager's Office
With a courtesy copy to
City of Downey
City Attorney's Office
11111 BrookshireAvenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3.1 Documents & Data: Licensina of Intellectual Pro ert` This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents& Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall beat City's sole risk.
3.5.3.2 Confidentiality, All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. -Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper,television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Coo erationg Further acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification,
(A) Indemnification of Parties. Consultant shall defend, hold harmless, and
indemnify City and City's officers, officials, employees, volunteers and agents from and
against -any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in-law or equity, to property or persons in any manner arising out of or
incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant,
its officers, directors, employees, agents, consultants and contractors arising out of or in
connection with the performance of the Services, the Project or this Agreement.
City shall defend, hold harmless, and indemnify Consultant and Consultant's officers,
directors, employees and agents from and against_any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons in any manner arising out of or incident to any alleged negligent acts, errors,
omissions or willful misconduct of City, its officials, officers, employees, volunteers and
agents arising out of or in connection with the performance of the Services, the Project or this
Agreement.
(B) Intellectual Property Indemnity. Consultant will defend, hold harmless and
indemnify City and City's officers, officials, employees, volunteers and agents, against any
third -party claims, demands, causes of action, costs, expenses, liability, loss, proceeding,
damage or injury, in Jaw or equity, for infringement or alleged infringement of any United
States' letters patent, trademark, copyright or any other claims or causes of action alleging
intellectual property infringement ("Intellectual Property") contained in Consultant's VCMS or
the Services provided under this Agreement. Notwithstanding the foregoing, Contractor shall
have no defense or indemnity obligations for Intellectual Property modified by a party other
than Consultant, for Intellectual Property modified in accordance with the City's specifications
or instructions, or Claims of infringement based on City's other products or other third -party
products.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Governin ' Lay. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer, 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
Consultant may assignthisAgreement without City's consent to an "Affiliate" of Consultant or
in connection with an acquisition of Consultant, merger (whether Consultant is the surviving
or disappearing entity) or consolidation of Consultant with another entity, or in connection
with the sale, assignment, or majority transfer of at least 50% of its stock, membership or
other ownership interest in Consultant. "Affiliate" shall mean (a) a domestic entity formed,
existing and governed pursuant to the laws of one of the fifty (50) states of the United States
of America (or the District of Columbia) controlling, controlled by, or under common control
with Consultant.
3.5.13 Construction; References: Captions. 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. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment;_Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver.- No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenantor condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity: 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.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19Equal Opportunily OpportunityEmployment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority -to, Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity between
any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to
proceed, the provisions of this Agreement will govern and control.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF DO EY,
a California municipal corporation
and charter city
By:
SeanAshton, Mayor
Attest:
VISION• •GY SOLUTIONS
VISIONdba
Delaware Limited Liability Company
By:
David M. Nachman
Its: Chief Executive Officer
Attest:
Alicia Maria Duarte, CMC, City Clerk Secretary
Approved as to Form:
Approved as to Form:
Yvette M. Abich Garcia, City Attorney Legal Counsel
EXHIBIT "A"
.. ...... .. . .. . . . . .. .
iso
V I S I 11'1'i�"',TM
N
Cib/ of Down
Website Quote
John Re ern
Regional Sales Manager
(310) 266-0243 phone / (310) 656-3103 fax
on
222 N Sepulveda Blvd, Suite 1500
El Segundo, CA 90245
www.visioninternet.com
Date: january 22, 2b18
V I S 10i, N
°
Vision has created more than 700 websites for local government agencies over the last 20 years. This
experience has given us deep insight into the three key ingredients that are required to successfully create and
maintain an effective website. With Vision, you're getting more than a redesign.
You will receive:
A SuocessfuUWehsh:e DeveUnpment
We will conduct comprehensive User Experience (UX) Analysis to help
you uncover who your customers are, what information they seek and
how they prefer to access it. This insight will drive the creation of a
website layout and navigation approach that will be intuitive and easy for
them touse.
°
A 'Tech ne,:Aa� yNjzitforrii 1�1"fjat Evolves Over Timme
VVewill provide aflexible, powerful Content Management System (CMS)
that will not only equip your users with intuitive tools tumaintain content,
but place control inyour hands 1ncontrol your homepage, mobile
experience and search. On-going enhancements tothe system are
included and ensure you will have the tools torespond effectively toyour
needs, now and inthe future.
A Re!aticr,,,mhNmThat 54,gppmtm@tnd EnaNes Vww
Vewill provide comprehensive services and on-going support to help you
evolve to meet the challenges of tomorrow. With this relationship, you will
VISION
,4x�'". r„n ,., €.>r '`<. `p` x. W;b i e Develokprrre ids Pro4. ect,_, .
In order to create a website that effectively serves, represents and delights your community, you must take the
time to understand your community and their needs. Vision's User Experience (UX) focused approach will guide
you through a process of discovery to learn about your website visitors in order to make more informed decisions
for your website redesign. This process has consistently delivered superior results by allowing committees to
work from facts instead of opinions as they develop their website's layout, navigation and design.
Usability& Information Architecture
We will use multiple methods to gather data about how your residents
are currently using your website, including surveys, reviewing your
website analytics data, and capturing heat maps, like the one to the
left, to learn where users are looking on your website and how they use
your menus and content. This knowledge will inform the creation of an
intuitive layout and navigation structure for your new website.
Content Strategy
We will teach your staff how to write effective, action -oriented content
in order to make it easier for your site visitors to understand the
information that is presented to them. Ensuring your website includes
clear, effective content is one of the most critical parts of developing a
website that is easy to use for your resident -customers.
Visual Design
We will collaborate with your team to develop a visually stunning design
for your website that not only reflects the unique brand of your
organization, but also helps elegantly display content on all devices.
V I
S 1(
,C)IN"'
A 'Technology Platlforonrw, T�habEvolves Over Tirnm
Maintaining an effective website requires the flexibility to adapt and respond to your community's evolving needs.
The functionality offered through the visionUveTwCIVIS will not only equip your users with intuitive tools to
maintain content, but will continually evolve to help you address the challenges of tomorrow.
Comprehensive Functionality
You will beequipped with tools that will help you create and maintain a
highly interactive website, including acalendar, citizen request
manager, form & survey builder, online payments and more. You can
see afull listing cfincluded features |nthe vioionLivemedition tables at
the end o[the quote.
With the tools built into WsionLiveTm,you will beable tochange your
weboKe'sbackground image, swap out buttons and even create anew
homepage ifneeded. Consider this example from the City ofGlendale.
Onanaverage day, the site's homepage showcases the landscape and
beauty cfthe community. However, onelection night, the website |s
flooded with traffic seeking the results. With just afew clicks in the
CMS, the communications team at Glendale can overwrite the
homepage todisplay all relevant election information.
Accessibility
You will have the technology and training toenable you to comply with
VVCAGaccessibility requirements, including mouse -free navigation,
required aU-t gs,formfie|d|abe|o,vesponsive|aynutandmone.
A ReUationshUp That S&,ipports arid Enables You
In the past five years, customers' expectations in the digital world have growndramatically.-Thenext five years
will be no different. In this environment, waiting 3-5 years between redesigns makes it difficult, ifnot impossible,
to maintain a website that serves, represents and delights the community. To help you evolve to meet the
challenges of tomorrow Vision provides comprehensive services as part of visionLiveTm.
On-going Training
Inaddition tothe training included aspart ufthe development process, you will have
access 800n -going training opportunities, like on'demandtraining videos, free live training
webinacsand more. These sessions will focus on CMS functionality, client best -practices
and general trends from the industry, such as transparency, accessibility and content
Unlimited Technical Support
You will be able to call or email us with questions about how to perform advanced tasks,
issues in the best
configure the system, report uraccomplish some organizational need
way possible. For issues that occur after business hours, emergency staff support is
provided Z4hours aday, 7days aweek.
On-going Training
Inaddition tothe training included aspart ufthe development process, you will have
access 800n -going training opportunities, like on'demandtraining videos, free live training
webinacsand more. These sessions will focus on CMS functionality, client best -practices
and general trends from the industry, such as transparency, accessibility and content
Innovation in Online Government Academies
You will beable Uoparticipate inVision's Innovation inOnline Government Academies,
which are regional conferences that bring our clients together for educational sessions
designed to help get the most out of your website and includes valuable time to network
with other local government staff from your area.
strategy.
On-going Website Quality and Analytics Reports
You will receive periodic reports to help you track key metrics over time, including most
frequently accessed pages, top entry and exit pages, mobile traffic and more. These
reports will give you the insight needed to gauge the effectiveness of your website and an
attractive document to share with internal stakeholders interested in how your website is
performing.
Innovation in Online Government Academies
You will beable Uoparticipate inVision's Innovation inOnline Government Academies,
which are regional conferences that bring our clients together for educational sessions
designed to help get the most out of your website and includes valuable time to network
with other local government staff from your area.
VISION
io A
Showcase Projer*r
City of San Marcos, CA
Aftr�r
Also known as the "Valley of Discovery," the City of San
Marcos maintains a small town atmosphere despite its
rapid growth. Partnering with Vision, the city focused on
ensuring that key information and services were easily
accessible to residents on their new website. After
working with Vision's UX Experts, San Marcos leaders
knew their residents had high expectations for their
community website, and could benefit from a
streamlined view of the city's plentiful recreation
options. To that end, they leveraged Vision's Facility
Directory to highlight the community's 60 miles of trails,
29 parks and 11 recreation centers.
2016
V I S I Cta) N"
More About Oklahoma City
�
This thriving state capitolredesigned their website in
order tubetter serve their large and diverse population,
and make iteasier for staffers to use. They partnered
with Vision tostudy the User Experience uftheir
existing site and found clear areas nfimprovement.
Leveraging this analysis -focused approach, Vision
design anew site that made itlight-years faster for
residents Uofind and accomplish their most -requested
tasks. Post -launch, the city and their workers have
eagerly embraced the new, easier touse website.
VISION
Showcase P"'ect
City of Olathe, KS
With over 30 neighborhood and community parks, 57
miles of public trails, and 2 public lakes, it's no wonder
why the city adopted the Shawnee Indian word for
beautiful - 'blathe". This thriving city partnered with
Vision to build a website that not only depicts the
beautiful community but also provides residents with
easy access to the most frequently visited city services.
The new, customer -focused website makes navigation a
breeze and allows users to access it across all digital
platforms.
2016
.0„)N”
V I S 1,(,,
Included Warranty
All unmodified proqramminq code developed by Vision is warranted to be free of any materialerror or bugs
solong asthe Downey maintains axisionLiveTm Subscription.
Duration of Offen
Vision agrees to perform the services at the prices quoted in this proposal. This quote is valid for 180 days.
Website Accessibility
The website frontend navigation and graphic design will be generally compliant with WCAG 2.0 A.
All rights, title, and interests to the website design and visionLiveTm will remain with Vision. However, under
your customer agreement, Vision will grant you a license that will enable your organization to reproduce or
modify for its own use the website design forever. Further, Vision will grant a subscription -based license to
visionLivem, and the Downey will be free to use visionLive7rM so long as you remain a visionLivCm subscriber
with ava||d customer contract. The Downey owns all information and content, such aslogos and images.
Appendix A: Content Strategy Packages
Acritical part of developing a useful, custompfocusedwebsiteisevaluatingand editing the content that
exists on your website today. Total page migration shouldn't be your goal; rather, keeping the information
that is important to your customer and delivering it in a way that is easily understood should be.
Vision's Content Strategy Consultation provides highly -customized approach to understanding your
customer and evaluating on-line processes. This unique, one ofakind service offering will help you discover
the best way toapproach your content. In addition, it will encourage and inspire your internal departments
by providing a unique, hands-on learning experience led by an experienced Government Content Strategy
Expert empowering your staff to look at your website content through your customers' lens. The end result
is less pages to manage, a higher satisfaction rate from your customers, and the knowledge and training tn
write and publish better web content.
VISION""
Vision provides visionLive-rm, a subscription- based Content Management System and service plan designed to
equip you with the technology, expertise and training to keep your website relevant and effective over time.
We are offering you our Plus edition, designed to provide appropriate functionality and services for your
needs.
If you need more: more storage, more tools, more service - then Plus Edition is for you. This premium edition
indudesdevekmar-frendly tools, such asour API Library and Sandbox Environment, aswell asour most
comprehensive on-going service package. You will receive frequent reports to help you monitor the on-going
success of your website and will have monthly access to an open office hour with the Vision team. With an
even larger bank of Site Improvement Credits at your disposal, you will always have the resources to keep
your site fresh, relevant and in tune with your users. The features and services included are outlined below.
VISION—
vi f k,rt ° ';> 1u
editions Ufi1 :i o n
I S 10�1 N
Plus
Edition
VISION
v1slon-
editions EdR On
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V ISION
Website Accessibility Training and Consultation — Standard
Vision will provide a frontend website design, excluding third -party tools, compliant with WCAG 2.0 upon
completion and only to the extent validated by Vision's accessible content formatting and testing process.
This service includes basic training and services to help you get started creating and maintaining an
accessible website:
• Automated Testing: Testing will be conducted during the design stage to ensure color contrast meets
desired standard. An automated site scan will verify the compliance of Vision -migrated content before
delivery of the development site.
Graphic Design: Development of a graphic design in compliance with WCAG 2.0 A or AA requirements
upon completion. Vision will test for color contrast and font size, and will consult with the City on
issues that may need to be addressed. Vision will provide design concept[s] as enumerated in the
Graphic Design section.
Content Accessibility Formatting: Vision will test the development website after Vision's content
migration is completed. 25 pages migrated by Vision (e.g. header sequencing, page content, image alt
-tags) will be reformatted to comply with WCAG 2.0 AA standards. However, multimedia content (e.g.
videos, audio, etc.), tables, and PDF files will not be formatted to comply with WCAG standards.
Reformatting additional pages beyond the 25 shall be considered Extra Work.
WCAG Standards Training: 90 minute remote training of content editors in accessibility standards.
• WCAG-Focused CMS Training: Training in features of the CMS that are accessibility -focused functions
during CMS training with the City's assigned Technical Trainer.
WCAG Accessibility Statement: Vision will create one Accessibility Statement page upon Completion, to
be placed on the City's website.
VISU,
,0'�N
Website Accessibility Training and Consultation= Plus
As an option, Vision can provide our more comprehensive Website Accessibility Training and Consultation plan.
This includes a frontend website design, excluding third -party tools, compliant with WCAG 2.0 upon
Completion.
This service also includes advanced training and services to help you create and maintain an accessible
website:
Automated Testing: Testing will be conducted during the design stage to ensure Color contrast meets
desired standard. An automated site scan will verify the compliance of Vision -migrated content before
delivery of the development site.
Manual Testing: Manual testing of the new website's top five tasks will be conducted by users with a
variety of disabilities (vision -impaired, hearing-impaired, difficulty using a mouse) in order to assess
compliance and usability. Vision shall deliver a report outlining remediation recommendations.
Graphic Design: Development of a graphic design in compliance with WCAG 2.0 A or AA requirements
upon Completion. Vision will test for color contrast and font size, and will consult with BCHA on issues
that may need to be addressed. Vision will provide design concepts] as enumerated in the Graphic
Design section of our final agreement.
Content Accessibility Formatting: Vision will test the development website after content migration is
completed. 250 pages migrated by Vision (e.g. header sequencing, page content, image alt -tags) will
be reformatted to comply with WCAG 2.0 AA standards. However, multimedia content (e.g. videos,
audio, etc.), tables, and PDF files will not be formatted to comply with WCAG standards. Reformatting
additional pages beyond the 250 can be provided at an additional cost.
WCAG-Focused CMS Training: Training in features of the CMS that are accessibility -focused functions
during CMS training with BCHA's assigned Technical Trainer.
WCAG Standards Training: One -day on BCHA's premises, in-depth training of content editors in
accessibility standards. The training consists of a four hour class that is repeated in the morning and
afternoon to allow for scheduling flexibility with BCHA's content editors.
WCAG Accessibility Statement: Vision will create one Accessibility Statement page upon Completion,
to be placed on BCHA's website.
Accessibility Policy: Provide guidance on developing an agency accessibility policy, including best
practices and sample policies.
SCYEE)ULE
r
VISIO`N�
Development' and may changebas
r'
r r r participation.
Project Estimate
EXHIBIT C
VISION
,wr ria. Cost
rSummary
ACC'>RV CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY)
2/6/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
- *Vicki DixonPRODUCER eAN7,L
.11 _ ix . ............
HAUSERPHONE Tit -Ax ---- - ------ - -------------- — -----------------
5905 E. GALBRAITH RD. SUITE 1001_N%1KQ �513-'�45-RZQP 11A ........... N_ o NO) 513-984-7059
W_ 9 _
E -MAIL
Cincinnati OH 45236 APPREss: vdixoq@.!hehRysqr9 o_rCup cpm
M_
INSURED VISIO-2
Vision Holdings LLC and
Vision Technology Solutions LLC.
222 N. Sepulveda Blvd. Suite 1500
El Segundo CA 90245
f1r%%1C0At-_0Q f"00YROICAM k1HRA000
NAIC #
INSURER A: Hanover Insurance Compan 22292
INSURER B: Lloyds_qf_London
INSURERD:
INS RERE:
INSURER F
0C%11Q1r%k1 KIHRAMCD
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
NAIC information for Lloyds of London
Alien ID # AA1 120098
Lloyd's Syndicate # 3624
City of Downey, its directors, officials, officers, employees, agents and volunteers is/are Additional Insured per General Liability FORM# 391-1626 (05-12) and
Commercial Hired and Non Owned Auto per attached letter and FORM# BP06 86(05-17) Including Primary and Non Contributory per FORM# IL7105 (10-14)
Subject to signed written contract, policy terms, conditions, and exclusions.
See Attached
CERTIFICATE HOLDER
City of Downey
11111 Brookshire Avenue
Downey CA 90241
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE
BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF
ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
IN— Woo
LTR TYPE OF INSURANCE POUCYNUMBER
IMMIORn= 1"LMArpoiYM) LIMITS
AX COMMERCIAL GENERAL LIABILITY 07W A400315
1111112017 111112118 EACH OCCURRENCE $1,000,000
x
CLAIMS -MADE L_J OCCUR.
I. pR.MISEgoiarrsaaG€rG j� $500.000
MED EXP (Any one person) $ 5000
PERSONAL & ADV INJURY $1,000,000
AGGREGATE LIMIT APPLIES PER:
--GEN'L
PRO- El
❑
POLICY JECT LOC
JT9
OTHER
.$
A AUTOMOBILE LIABILITY 07W A400315-811512017
T
B/1512018 COM04NEDSIN GIE T
ANY AUTO
BODILY INJURY
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY (Per acciden t) $
X NON -OWNED
HIREDAUTOS AUTOS
1 $
1$
A X UMBRELLA LIAB X R 07W A400315
Occu
8/15/2017 8/15/2018 $3,000,000
EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADEI1
AGGREGATE $3,000,000
DEC) 1�' X RETENTION I
W2W A3986
A 1 WORKERS COMPENSA-nON55
AND EMPLOYERS' LIABILITY Y4
ROFRIETOR/PARTNERYEXECUTIVE
INIA
811512017 8115/2018 X PERT 01 H
1A F—]
I, FFICER/M MBER EXCLUDED?
Mandatoryin NH)
E,L DISEASE.- 11,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below I
EL: DISEASE -POLICY LIMIT $1,000,000
Property/Special)RC
A 07VV A400315
8/152018 Contents Limil)[Dedt $53,0451$500
8//11512017 1
13 E&UCybw Liability MPL2031872
1
8 5120 7 8/15/2018 E&O/Cyber Liability $1,510 Agg/$5K DED
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required)
NAIC information for Lloyds of London
Alien ID # AA1 120098
Lloyd's Syndicate # 3624
City of Downey, its directors, officials, officers, employees, agents and volunteers is/are Additional Insured per General Liability FORM# 391-1626 (05-12) and
Commercial Hired and Non Owned Auto per attached letter and FORM# BP06 86(05-17) Including Primary and Non Contributory per FORM# IL7105 (10-14)
Subject to signed written contract, policy terms, conditions, and exclusions.
See Attached
CERTIFICATE HOLDER
City of Downey
11111 Brookshire Avenue
Downey CA 90241
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
Page 1 of 1 -
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID. VIS10-2
LOC #:
ADDITIONAL REMARKS SCHEDULE
;AGENCY
NAMED INSURED
HAUSER
Vision Holdings LLC and
POLICY NUMBER
Vision Technology Solutions LLC.
:222 N. Sepulveda:: Blvd. Suite.1500.
EI Segundo CA 90245
CARRIER
NAIc coDE
EFFECTIVE DATE:
Page 1 of 1 -
The ACORD name and logo are registered marks of ACORD
Vision Holdings LLC and Vision Technology Solutions LLC.
POLICY# 07W -A400315
08-15-2017 to 08-15-2018
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modifies insurance provided under the following:
R.rharbilla
lame of Additional Insured Individual Or Entity:
City of Downey its directors, officials, officers, employees, agents and volunteers
11111 Brookshire Avenue, Downey CA 90241
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations
as applicable to this endorsement)
SECTION F — DEFINITIONS, the definition of "You" is amended to include as an additional insured the
individual(s) or entity(s) shown in the Schedule above, but only with respect to liability for "damages" caused, in
whole or in part, by an "anomaly" in "your product" or "your work" caused by "you" or those acting on "your"
behalf.
ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED.
391-1626 05 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 1
Vision Holdings, Inc.
Po|iov#O7WA4OD3i5
08-15-2017tom08-15-7018 |L71051014
This endorsement modifies insurance `provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROD UCTs/cbm PLETE D OPERATIONS LIABILITY COVERAGE PART
CO
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:
Primary And NoncontributoTy Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured
under your policy provided that:
(1) The additional insured is a Named insured under such other insurance;
(2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek
contribution from any other insurance available to the additional insured;
(3) The additional insured gives us prompt written notice of any "occurrence" which may result in a claim and prompt
written notice of "suit";
(4) The additional insured immediately forwards all legal papers to us, cooperates in the investigation or settlement of
the claim or defense against the "suit", and otherwise complies with policy conditions.
(5) The additional insured must tender the defense and indemnity of any claim or "suit" to any other insurer which also
insures against a loss we cover under this policy. This includes, but is not limited to, any insurer which has issued a
policy of insurance in which the additional insured qualifies as an insured. For the purpose of this requirement, the
term "insures against" refers to any self-insurance and to any insurer which issued a policy of insurance that may
provide coverage for the loss, regardless of whether the additional insured has actually requested that the insurer
provide the additional insured with a defense and/or indemnity under that policy of insurance.
(6) The additional insured agrees to make available any other insurance that the additional insured has for a loss we
cover under this policy.
|L7fO5iU14 Includes copyrighted material of lnsurenCe Services Office Inc., with its permission. Page 1of1
POLICY NUMBER:
Vw,
Kinaver
Insurance Group-
00*1
BUSINESSOWNERS
BIP 06 86 05 17
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CALIFORNIA - HIRED AUTO AND NON -OWNED
AUTO LIABILITY
This endorsement modifies insurance provided under the following;
Mm"
Ai Insurance is provided only for those cove ages
IC
for which a specific premium charge is shown In
the Declarations or In the Schedule.
1. Hired Auto Liability
The insurance provided under Paragraph
A.1. Business Liability in Section 11 - Liability
applies to "bodily injury" or "property
damage" arising out of the maintenance or
use of a ed auto' by you or your
"employees" in the course of your business.
2. Non -owned Auto Liability
The insurance provided under Paragraph
A.1. Business Liability in Section 11 - Liability
applies to 'bodily Injury" or "property
damage" arising out of the use of any
"non -owned auto" in your business by any
person.
B. For insurance provided by this endorsement
only:
1. The exclusions under Paragraph B.1.
Applicable To Business Liability Coverage in
Section 11 - Liability, other than Exclusions a.,
b., d., f. and 1. and the Nuclear Energy
Liability Exclusion, are deleted and replaced
by the following:
a. "Bodily injury" to:
(1) An "employee" of the insured arising
out of and In the course of:
(a) Employment by the Insured; or
(b) Performing duties related to the
conduct of the Insured's business;
or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of Paragraph (1) above.
This exclusion applies:
(1) Whether the Insured may be liable as
an employer or in any other capacity;
and
BP 06 86 05 17 Copyright, Insurance Services Office, Inc., 2016
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of injury.
This exclusion does not apply to:
(1) Liability assumed by the Insured
under an "Insured contract"; or
(2) 'Bodily Injury" arising out of and in
the course of domestic employment by
the Insured unless benefits for such
injury are In whole or in part either
payable or required to be provided
under any workers' compensation law.
b. "Property damage" to:
(1) Property owned or being transported
by, or rented or loaned to the insured-,
or
(2) Property in the care, custody or
control of the insured.
2. Paragraph C. Who Is An Insured in Section 11
-
Liability Is replaced by the following:
1. Each of the following is an Insured under
this endorsement to the extent set forth
below:
a. You;
b. Any other person using a 'hired auto"
with your permission;
c. For a "non -owned auto":
(1) Any partner or "executive officer"
of yours; or
(2) Any "employee" of yours;
but only while such "non -owned auto"
is being used in your business; and
d. Any other person or organization, but
only for their liability because of acts
or omissions of an insured under a., b.
or c. above.
2. None of the following is an insured:
a. Any person engaged in the business
of his or her employer for "bodily
injury" to any co "employee" of such
person injured in the course of
employment, or to the spouse, child,
parent, brother or sister of that
co -'employee" as a consequence of
such "bodily injury,", or for any
obligation to share damages with or
repay someone else who must pay
damages because or the injury;
b. Any partner or "executive officer" for
any "auto" owned by such partner or
officer or a member of his or her
household;
c. Any person while employed in or
otherwise engaged In duties In
connection with an "auto business',
other than an "auto business" you
operate;
d. The owner or lessee (of whom you are
a sublessee) of a "hired auto" or the
owner of a "non -owned auto' or any
agent or "employee" of any such
owner or lessee; or
e. Any person or organization for the
conduct or any current or past
partnership or joint venture that is not
shown as a Named Insured in the
Declarations.
C. For the purposes of this endorsement only,
Paragraph H. Other Insurance In Section III
- Common Policy Conditions is replaced by the
following:
This insurance is excess over any primary
insurance covering the 'hired auto" or
"non -owned auto" -
D. The following additional definitions apply*
1. "Auto business' means the business or
occupation of selling, repairing, servicing,
storing or parking "autos".
2. "Hired auto" means any "auto" you lease,
hire, rent or borrow. This does not include
any "auto" you lease, hire, rent or borrow
from any of your "employees", your partners
or your "executive officers" or members of
their households,
3. "Non -owned auto" means any "auto" you do
not own, lease, hire, rent or borrow which is
used in connection with your business. This
includes "autos" owned by your
"employees", your partners or your
"executive officers", or members of their
households, but only while used in your
business or your personal affairs.
Page 2 of 2 Copyright, Insurance Services Office, Inc., 2016 BP 06 86 05`17
HAUSER
Re: Vision Holdings LLC and Vision Technology Solutions LL
Certificate of Insurance for Commercial Auto I
Please be advised that our insured, Vision Holdincys LLC and Vision Technology Services
C�
insures no scheduled vehicles. We write Hired and Non Owned Auto Liability coverage which
an included coverage tinder their Business Owners policy4 07WA400315. I
MOMIT-TIVUy"I =
Vicki L. bix'on, AfNI
Special Business Unit Manager
The Hauser Group
WC 04 03 06 (Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -
CALIFORNIA SE T -CALIF I
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a
different date is indicated below.
(The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy;)
This endorsement, effective on 8-15-1 at 12:01 A.M.-standard time, forms a part of
(DATE)
Policy No. W2W-A398655
Endorsement No. 1
of the ALLMERICA FINANCIAL BENEFIT INSURANCE
(NAME OF INSURANCE COMPANY)
issued to VISION HOLDINGS LLC AND VISION TECHNOLOGY SOLUTIONS LLC.
Premium (if any) $ INCLUDED
SIGNED ON POLICY DECLARATIONS
Authorized Representative
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
The additional premium for this endorsement shall be % of the California workers' compensation premium
otherwise due on such remuneration.
Person or Organization Job Description
City of Downey its directors, officials, officers, As per Written Contract
employees, agents and volunteers
11111 Brookshire Avenue, Downey CA 90241
WC 252 (4-84)
WC 04 03 06 (Ed. 4-84) Page 1 of 1