Contract Summary Sheet
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CONTRACT SUMMARY SHEET TO: THE OFFICE OF THE CITY CLERK, COUNCIL/PUBLIC SERVICES DIVISION DATE: August 13, 2014 ROOM 395, CITY HALL FROM (DEPARTMENT): LAFD June Gibson CONTACT PERSON: PHONE: 213-978-3731 CONTRACT NO.: a— LAOS COUNCIL FILE NO.: 1111 NEW CONTRACT ADOPTED BY COUNCIL: El AMENDMENT NO, DATE El ADDENDUM NO. APPROVED BY BPW: El SUPPLEMENTAL NO. DATE El CHANGE ORDER NO. CONTRACTOR NAME: Acquia Inc. TERM OF CONTRACT: DOE THROUGH: 3 years TOTAL AMOUNT: Not to exceed $165,471 PURPOSE OF CONTRACT: To provide external web hosting services for LAFD. NOTE; CONTRACTS ARE PUBLIC RECORDS - SCANNED AND UPLOADED TO THE INTERNET '-1 L o 5 CONTRACT BETWEEN CITY OF LOS ANGELES AND ACQUIA INC. THIS CONTRACT, is made and entered into by and between the CITY of Los Angeles, a municipal corporation (hereinafter referred to as "CITY"), acting by and through the Los Angeles Fire Department (hereinafter referred to as "LAFD"), and Acquia Inc., a Delaware corporation (hereinafter referred to as the "CONTRACTOR"). WITNESSETH WHEREAS, the Los Angeles Fire Department (LAFD) wishes to implement Drupal Web Content Management software to develop LAFD's social publishing websites; and WHEREAS, the Los Angeles Fire Department wishes the CITY's critical external websites to be externally-hosted; and WHEREAS, The CONTRACTOR has unique and specialized knowledge with implementation and support of Drupal software; and WHEREAS, pursuant to Los Angeles City Charter Section 1022, it was determined that CITY employees do not possess the necessary expertise to perform the work; and WHEREAS, as the services of the CONTRACTOR are of an expert and technical nature and are temporary and occasional in character, a competitive bid is not required nor practical pursuant to Charter §371; and WHEREAS, the CONTRACTOR possesses the expertise, knowledge, and sufficient personnel to perform the technical functions as detailed in the Scope of Services, it is not in the CITY's best interest to conduct a competitive process under Charter §372 for reasons provided above; and NOW, THEREFORE, in consideration of the above ,premises, and of the covenants and agreements hereinafter set forth, the parties hereby covenant and agree as follows: Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 1 of 22 FTM A NYTAilike-- 1. PROJECT BACKGROUND AND DESCRIPTION The Los Angeles Fire Department currently has an outdated website with a web environment that has limited functionality, and lacks the scalability and performance to efficiently disseminate information to the public and to meet the Department's growing operational needs. This project will enable the LAFD to implement a modern and functional website that will, among other improvements, maximize its public outreach by aiding in the dissemination of commonly sought information to the community, and enhance operational efficiency by providing to employees internal access to resources. The LAFD has selected Drupal content management software and requires expert support for its implementation. This contract (between CITY and CONTRACTOR) provides for Acquia to host the LAFD's website on Acquia's Cloud Enterprise platform and environment. 2. PARTIES TO THE CONTRACT AND REPRESENTATIVES The following representative individuals and addresses shall serve as the place to which notices and other correspondence between the parties shall be sent. 2.1. The parties to this CONTRACT are: 2.1.1. CITY: The CITY of Los Angeles, a municipal corporation, having its principal office at 200 North Spring Street, Los Angeles, California 90012. 2.1.2. CONTRACTOR: Acquia Inc., a Delaware corporation, having its principal office at 25 Corporate Drive, Burlington, MA 01803. 2.2. The CONTRACTOR designates the following person to represent CONTRACTOR in all matters pertaining to this CONTRACT: Name: Todd Akers Title: Vice President, Public Sector Address: 25 Corporate Drive, Burlington, MA 01803 Telephone: (781) 313-8353 E-Mail: [email protected] A copy of all legal notices and demand shall also be sent to: Acquia Inc. Attn: General Counsel 25 Corporate Drive Burlington, MA 01803 Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 2 of 22 2.3. The CITY designates the following person, or his/her designated representative, to represent the CITY in all matters pertaining to this CONTRACT: Name: Ralph M. Terrazas Title: Fire Chief Address: 200 North Main Street, Room 1800 Los Angeles, CA 90012 With copies to: Kurt Sato Director of Systems 200 North Main Street, Room 1680 Los Angeles, CA 90012 (213) 978-3490 [email protected] 2.4. The CONTRACTOR agrees that personnel assigned to the position in Section 2.2 at the commencement of services under this CONTRACT shall service in these positions as long as required by the PROJECT, and the CONTRACTOR shall not change personnel assigned to that position without, to the extent possible, the consent and approval of the CITY, provided such consent shall not be unreasonably withheld. 2.5. Unless otherwise provided or approved by the CITY, the CONTRACTOR shall use its own employees or independent consultants to perform the services described in this CONTRACT. The CITY shall have the right to review and approve any personnel who are assigned to work under this CONTRACT. The CONTRACTOR agrees to remove personnel from performing work under this CONTRACT if requested to do so, in writing, by the CITY. 2.6. Notices Formal notices, demands and communications from CONTRACTOR shall be given to the person designated by the CITY'S Representative. Formal notices, demands and communications required hereunder by either party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. A copy of said formal notices, demands and communications shall also be transmitted via email or fax. Original invoices may be sent by first class U.S. Mail. Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 3 of 22 ...reivieI glow ~oft 4. 2.7. Notice Change If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this Section, within five (5) working days of said change. 2.8. If CITY requests CONTRACTOR to provide Services onsite, the CITY shall furnish, without charge, facilities and resources available to the CONTRACTOR as deemed reasonably necessary and appropriate by the CITY to provide onsite Services. 3. TERM OF AGREEMENT The term of this CONTRACT shall commence upon the date attested by the City Clerk and continue for not less than three (3) years (the "Initial Term"). The LAFD Fire Chief or designee and CONTRACTOR may mutually agree to extend the term of this CONTRACT annually via written notification to CONTRACTOR, so long as funds have been allocated for this purpose, for a total of ten (10) years. 4. COMPENSATION, INVOICING, AND PAYMENT 4.1. Compensation and Method of Payment The CONTRACTOR agrees to provide the hosting services described in Appendices B and C, with compensation terms described in Appendix B "Order Form for Acquia Cloud Enterprise Subscription with Support." Future Statements of Work under this contract will contain their own Pricing and Payment Schedules. The CITY's total obligation under this CONTRACT shall not exceed $165,471 (One hundred sixty five thousand four hundred seventy one) as detailed below and in Appendix B, unless otherwise agreed to in writing by the parties. The CONTRACTOR further understands and agrees that execution of this CONTRACT does not guarantee that the CONTRACTOR's employees will be utilized. Any increases in the total obligation will be mutually approved by written amendments. 4.2. Invoicing and Payment Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 4 of 22 zirwr A ikTertiLd/i_ CONTRACTOR shall submit respective invoices to the CITY, with all supporting backup documentation as set forth in Appendix B "Order Form for Acquia Cloud Enterprise Subscription with Support" and any future SOWs. The CONTRACTOR is required to submit invoices that conform to CITY standards and include, at a minimum, the following information: 1. Name and address of CONTRACTOR 2. Date of invoice 3. Reference to Contract Number 4. If applicable, reference to the (CITY) department approval and the specific milestone/deliverable 5. Description of the services performed and the amount due for the services 6. Remittance Address (If different from CONTRACTOR address) 4.3. The CITY shall not be obligated to reimburse CONTRACTOR for costs incurred in excess of the Project Pricing Structure set forth in Appendix B, unless pre-approved by CITY in writing. 4.4. All fees exclude any taxes and duties, including sales, use or other transaction tax, associated with the Services, which will be the CITY's responsibility to pay in the event any taxes become due or if CONTRACTOR is required to make any such payment on the CITY's behalf, the CITY shall promptly reimburse CONTRACTOR. Additionally, the CITY will provide CONTRACTOR with documentation showing that the withheld and/or deducted amounts have been paid to the relevant taxing authority. CONTRACTOR remains responsible for