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"), Acquia Inc., and a Delaware corporation (hereinafter referred "CONTRACTOR"). to as the
WITNESSETH
WHEREAS, the Los Angeles Fire Department (LAFD) wishes to implement Web Content Drupal Management software to develop LAFD's social publishing and websites;
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 and the work;
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 and agreements covenants hereinafter set forth, the parties hereby covenant follows: and agree as
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Acquia, Inc. Professional Services Agreement 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The Los Angeles Fire Department currently has an outdated website with a web environment that has limited functionality, and lacks the scalability and performance to efficiently disseminate information to the public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 its own operational taxes (eg. Employment taxes).
4.5. If the CITY disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, the CITY shall pay the amounts due under the Order or SOW less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) the CITY delivers a written statement to CONTRACTOR on or before the due date of the payment describing in detail the basis of the dispute and the amount being withheld by the CITY, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from the CITY that are not in dispute have been, or will be, paid as and when required under this Agreement or applicable Order or SOW.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 5 of 22 -- ...... ii, 4.5.1. Tasks & Deliverables (Order Form)
The Order Form and associated Exhibits, attached hereto and incorporated by reference herein, describe specific deliverables and service levels to be furnished to the City and the tasks to be performed by Contractor and its subcontractors, if applicable.
Upon execution of this agreement, the City will issue the first Order Form for work, which is attached as Appendix B. Any additional work may only be performed under an SOW or Order Form issued by the LAFD Fire Chief, so long as there is budget authority and the total cost does not exceed the contract limit.
4.5.1.1. Modifications
The CONTRACTOR shall notify LAFD in writing as soon as the CONTRACTOR becomes aware that there is a change in scope that could impact the task or deliverable schedule or cost.
4.5.2. Funds Management
Total funds budgeted under this CONTRACT may not exceed the ceilings established under Section 4.1 of this CONTRACT.
In addition, the amount for each deliverable/milestone may not exceed the amount allocation indicated in Appendix B.
4.6. The CITY shall not pay for CONTRACTOR'S nor SUBCONTRACTORS personnel for invoice preparation. The CITY shall not pay for CONTRACTOR'S nor SUBCONTRACTOR'S communication expenses and computer time charges.
4.7. The CITY'S liability under this CONTRACT shall only be to the extent of the present appropriation to fund the CONTRACT. No action, statement, or omission of any officer, agent, or employee of CITY shall impose any obligation upon CITY, such officer, agent, or employee, except to the extent CITY has appropriated funds and otherwise in accordance with the terms of this CONTRACT.
4.8. Payment
Payment approval shall be subject to the milestones as set forth in Appendix B. For any SOWs, the payment may only be approved upon obtaining signoff from the CITY as set in Section 6 "Acceptance of Deliverables by City". The CITY shall pay the approved amount within sixty (60) days after the CITY receives CONTRACTOR's invoice.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 6 of 22 MITILT A IVIPAPITN 4f 5. RESPONSIBILITIES OF AND SERVICES TO BE PERFORMED BY THE CONTRACTOR
The CITY acknowledges and agrees that CONTRACTOR'S ability to perform the services is conditioned upon the CITY'S timely performance of its obligations. Services shall include, but not be limited to the following:
5.1. The CONTRACTOR shall perform the services as specified in Appendix B. CONTRACTOR shall perform such work with a degree of skill and diligence normally employed by or CONTRACTOR'S performing the same or similar services.
6. ACCEPTANCE OF DELIVERABLES BY CITY
6.1. Acceptance (FOR SOWs ONLY)
6.1.1. Unless otherwise agreed in writing by CITY, the CITY'S designated representative, on behalf of CITY, shall have the right to review each Deliverable to be provided by CONTRACTOR under the applicable Statement of Work, upon written notification by CONTRACTOR to CITY that such Deliverable is ready for review, and shall have the right to either accept or reject such Deliverable in accordance with this Section 6. Payment for any such Deliverable will be made, in arrears after CITY'S Acceptance of such Deliverable.
6.2. System Deliverable Acceptance Testing
6.2.1. Conditional Acceptance of System Deliverables
For purposes of this Contract, a System Deliverable shall mean the Deliverable, relating to custom development work created by CONTRACTOR specifically for the CITY as set forth in an applicable SOW and shall not include any of CONTRACTOR's Support and Hosting Services. Upon CONTRACTOR'S notification to the CITY that CONTRACTOR has completed any System Deliverable and that such System Deliverable is ready for testing, as outlined in the applicable SOW, the CITY will begin testing such System Deliverable in a non- production environment using industry standards and procedures and/or such other standards and procedures as are mutually agreed upon in writing, to determine whether such System Deliverable meets all applicable Specifications and acceptance criteria as outlined in the applicable SOW. Unless otherwise specified in a project SOW, the user acceptance testing ("UAT") will be completed by the CITY and will be based on the approved test charters for the project build. Any items not included in the functional test plans are not considered in-scope for
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 7 of 22 TTrILT A IIT/P•MtJA/ the project and would require a change order and additional funding. All issues or bugs will be tracked using JIRA. Unless otherwise specified in a project SOW, the Pre-Live Testing period for each System Deliverable will be five (5) working days unless otherwise mutually agreed upon in a SOW or Project Plan ("Acceptance Period"). Upon completion of the Pre-Live Testing for a System Deliverable during the Acceptance Period, CITY will either notify CONTRACTOR in writing of its "Acceptance" of such System Deliverables, or if CITY determines (as a result of the foregoing testing or in any other manner) that any System Deliverable has a Deficiency or does not meet acceptance criteria as outlined in the applicable, SOW, then CITY will deliver to CONTRACTOR a written report describing the Deficiency ("Deficiency Notice"). Such Deficiency Notice shall be delivered to CONTRACTOR within the Acceptance Period. CONTRACTOR shall correct each such Deficiency with fifteen (15) calendar days after receiving such report, or if any Deficiency is one that is not capable of being corrected within the fifteen (15) day period, then within such longer period of time as mutually agreed to by the parties, and thereafter CITY may re-test such errors in accordance with this Section 6.2.1. If CITY fails to provide written notice of Acceptance or a Deficiency Notice within the requisite Acceptance Period, then the System Deliverable shall be deemed Accepted. The parties agree that no System Deliverable shall "go live" without the CITY's Acceptance.
6.3. Non-System Deliverable. The parties further agree that for any Professional Services Workshops or Consulting Services (the "Workshops") provided by CONTRACTOR, the CITY shall have two (2) working days, unless otherwise mutually agreed upon in a SOW, to accept or reject the Workshops ("Workshop Acceptance Period"). Upon completion of the Acceptance Period, CITY will either notify CONTRACTOR in writing of its "Acceptance" of such Workshop, or if CITY determines that the Workshop has a Deficiency or does not meet acceptance criteria as outlined in the applicable SOW, then CITY will deliver to CONTRACTOR a written Deficiency Notice. Such Deficiency Notice shall be delivered to CONTRACTOR within the Acceptance Period. CONTRACTOR shall correct each such Deficiency with ten (10) calendar days after receiving such report, or if any Deficiency is one that is not capable of being corrected within the 10 (10) day period, then within such longer period of time as mutually agreed to by the parties, and thereafter CITY may re-test such errors in accordance with this Section 6.2.1. If CITY fails to provide written notice of Acceptance or a Deficiency Notice within the requisite Workshop Acceptance Period, then the Workshop shall be deemed Accepted.
7. AUDIT
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 8 of 22 FINANCE' 7.1. The CONTRACTOR shall maintain, and the CITY shall have the right to examine and audit, including but not limited to all the books, records, documents, accounting procedures and practices and other evidence regardless of form (e.g., machine-readable media such as disk, tape, etc.) or type (e.g., databases, applications software, databases management software, utilities, etc.), sufficient to properly reflect all costs claimed to have been incurred, or anticipated to be incurred, in performing the Contract. Such audit shall not be performed more than once annually during the term of this CONTRACT, and by providing CONTRACTOR at least fourteen (14) calendar days written notice (at a day and time that is reasonably acceptable to CONTRACTOR). Such audits shall be coordinated with CONTRACTOR to ensure both parties are in agreement with their scope, timing and duration. The CITY understands and agrees that (i) all Authorized Representatives of the CITY shall comply with all CONTRACTOR's policies of conduct while on CONTRACTOR's premises; and (ii) THE CITY shall be responsible for such Authorized Representatives regarding such audits. For purposes of the foregoing, "Authorized Representatives" shall mean any of the CITY's representatives identified by the CITY in writing to CONTRACTOR.
7.2. The CONTRACTOR shall make said evidence (or to the extent accepted by the CITY, photographs, micro-photographs, or other authentic reproductions thereof) available to the CITY at the CITY'S or the CONTRACTOR'S offices (to be specified by the CITY) at all reasonable times and without charge to the CITY. Said evidence/records shall be provided to the CITY within thirty (30) working days of a written request from the CITY. The CONTRACTOR shall, at no cost to the CITY, furnish assistance for such examination/audit.
7.3. Any information provided on machine-readable media shall be provided in a format accessible and readable by the CITY. The CONTRACTOR'S failure to provide records or access within the time requested shall preclude CONTRACTOR from receiving any payment due under the terms of this Contract until such evidence/documents are provided to the CITY. The CONTRACTOR shall obtain its SUBCONTRACTORs and Suppliers written agreements to the requirements of this Section and shall upon the CITY'S request, provided a copy of such agreements.
7.4. CONTRACTOR shall maintain all records, including records of financial transactions, pertaining to the performance of this Contract, in their original form, in accordance with requirements prescribed by the CITY. These records shall be retained for a period of no less than three years following final payment made by the CITY here under or the expiration date of this Contract, whichever occurs last. Said records shall be subject to examination and audit by authorized CITY personnel or by the CITY'S representative at any time, but not more than once annually, during the
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 9 of 22 FINANCE term of this Contract or within the three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs last. CONTRACTOR shall provide any reports required by the CITY regarding performance of this Contract. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract.
8. TECHNOLOGICAL CHANGE
As part of the Services, CONTRACTOR shall provide CITY access to new software or improvements to existing software ("Improved Technology"), but only to the extent the same software or improvements are provided to other CONTRACTOR'S customers. If such Improved Technology incurs additional fees, the parties shall execute a separate Order Form or SOW outlining such additional services and fees.
9. CONTRACTOR PERFORMANCE EVALUATION
At the end of this CONTRACT, the CITY will conduct an evaluation of the CONTRACTOR'S performance. The CITY may also conduct evaluations of the CONTRACTOR'S performance during the term of the CONTRACT. As required by Section 10.39.2 of the Los Angeles Administrative Code, evaluations will be based on a number of criteria, including the quality of the work product or service performed the timeliness of performance, financial issues, and the expertise of personnel that the CONTRACTOR assigns to the CONTRACT. A CONTRACTOR who receives a "Marginal" or "Unsatisfactory" rating will be provided with a copy of the final CITY evaluation and allowed 14 calendar days to respond. The CITY will use the final CITY evaluation, and any response from the CONTRACTOR, to evaluate proposals and to conduct reference checks when awarding other service contracts.
10. COMPLIANCE WITH LOS ANGELES CITY CHARTER SECTION 470(c)(12) FOR MEASURE H/CONTRACTOR CONTRIBUTIONS/FUNDRAISING
The CONTRACTOR, SUBCONTRACTOR'S, and their Principals are obligated to fully comply with CITY of Los Angeles Charter Section 470(c)(12) and related ordinances, regarding limitations on campaign contributions and fundraising for certain elected CITY officials or candidates for elected CITY office if the contract is valued at $100,000 or more and requires approval of a CITY elected official. Additionally, CONTRACTOR is required to provide and update certain information to the CITY as specified by law. Any CONTRACTOR subject to Charter Section 470(c)(12), shall include the following notice in any contract with a SUBCONTRACTOR expected to receive at least $100,000 for performance under this contract:
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 10 of 22 VITT A AlY1121itfit Notice Regarding Los Angeles Campaign Contribution and Fundraising Restrictions
As provided in Charter Section 470(c)(12) and related ordinances, you are SUBCONTRACTOR on CITY of Los Angeles contract. Pursuant to CITY Charter Section 470(c)(12), SUBCONTRACTOR and its principals are prohibited from making campaign contributions and fundraising for certain elected CITY officials or candidates for elected CITY office for 12 months after the CITY contract is signed. SUBCONTRACTOR is required to provide to CONTRACTOR names and addresses of the SUBCONTRACTOR'S principals and contact information and shall update that information if it changes during the 12 month time period. SUBCONTRACTOR'S information included must be provided to CONTRACTOR within five (5) working days. Failure to comply may result in termination of contract or any other available legal remedies include fines. Information about the restrictions may be found at the CITY Ethics Commission's website at http://ethics.lacity.org/ or by calling (213) 978-1960.
CONTRACTOR, SUBCONTRACTORs, and their Principals shall comply with these requirements and limitations. Violation of this provision shall entitle the CITY to terminate this CONTRACT and pursue any and all legal remedies available at law.
11. RATIFICATION CLAUSE
Due to the need for the CONTRACTOR's services to be provided continuously on an ongoing basis, CONTRACTOR may have provided services prior to the execution of this Contract. To the extent that said services were performed in accordance with the terms and conditions of this amendment, those services are hereby ratified.
12. CONTRACT MODIFICATIONS, CHANGES OR AMENDMENTS
This Contract between the CITY and CONTRACTOR may be amended only by further written agreement, including Statements of Work signed by an authorized representative of each party and approved in accordance with PSC-4 and PSC- 6. Either party may during the implementation of the Project (as detailed in the SOW) request a change to any aspect of the Project Plan ("Change Request"). Such Change Request is to be delivered by the requesting party's designated representative to the other party's designated representative.
13. OWNERSHIP OF RESULTS
13.1. Services
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 11pfth ANCrEi As between the parties, all intellectual property rights in and to the Services and documentation (including all derivatives, modifications or improvements thereof) are and shall at all times remain the sole and exclusive property of CONTRACTOR. All suggestions, enhancement requests, feedback, recommendations or other input provide by the CITY or any other party relating to the Services and all related intellectual property rights shall be owned by CONTRACTOR and CITY hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership.
Unless otherwise expressly set forth in the SOW, any and all materials and deliverables specifically developed for the CITY and delivered to the CITY in accordance with the SOW (collectively, "Work Product") are and shall be deemed works made for hire for CITY under the meaning of the copyright laws of the United States and any foreign jurisdiction recognizing such right of authorship. To the extent that CONTRACTOR incorporates any CONTRACTOR materials into any of the Work Product and subject to CITY'S payment of all applicable fees, CONTRACTOR hereby grants to CITY a perpetual, royalty-free, non-exclusive, non-transferable license to use such CONTRACTOR materials solely as necessary for an in conjunction with CITY'S use of the Work Product (and not separate therefrom).
"CONTRACTOR materials" means all information, methodologies, data, ideas, concepts, know-how, techniques, documentation, software and development tools that CONTRACTOR possesses prior to the commencement of the Services or which it develops independent of any activities governed by this Agreement or any SOW, and any derivatives, modifications or enhancements made to any such property while performing the Services.
13.1.1. Unless otherwise provided herein, all Work Products originated and prepared by CONTRACTOR or its subcontractors of any tier under this Contract shall be and remain the exclusive property of the CITY for its use in any manner it deems appropriate. Work Products are all works, tangible or not, created under this Contract including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. CONTRACTOR hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and all other intellectual property rights worldwide in any Work Products originated and prepared by CONTRACTOR under this Contract. CONTRACTOR further agrees to execute any documents necessary for the CITY to
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 12 of 22 'LITIVT A itTerra perfect, memorialize, or record the CITY'S ownership of rights provided herein.
13.1.2. Notwithstanding anything to the contrary in this Contract, Work Product excludes CONTRACTOR Materials and CONTRACTOR retains all right, title and interest (including any and all intellectual property rights) it has in and to all CONTRACTOR Materials. To the extent that CONTRACTOR incorporates any CONTRACTOR Materials into any of the Work Product and subject to the CITY'S payment of all applicable fees, CONTRACTOR hereby grants to the CITY a perpetual, royalty-free, non-exclusive, non-transferable license to use such CONTRACTOR Materials solely as necessary for an in conjunction with CONTRACTOR'S use of the Work Product (and not separate therefrom). For purposes of this Contract, "CONTRACTOR Materials" means all information, methodologies, data, ideas, concepts, know-how, techniques, documentation, software and development tools that CONTRACTOR possesses prior to the commencement of the Services or which it develops independent of any activities governed by this Contract or any SOW, and any derivatives, modifications or enhancements made to any such property while performing the Services. The CITY understands that some of the deliverables may include open source software, including Drupal, and third party software and that such software is licensed to the CITY under the existing terms and conditions of the applicable license.
13.1.3. CONTRACTOR shall not provide or disclose any Work Product that contains any CITY Confidential Information to any third party without prior written consent of the CITY.
13.1.4. Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract to contractually bind or otherwise oblige its subcontractors performing work under this Contract such that the CITY'S ownership and license rights of all Work Products are preserved and protected as intended herein. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of CONTRACTOR'S contract with the CITY.
13.2. Software Products
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 13 of 22
...1•••••.••• me amildm.• A Software products purchased or licensed through this Contract are the property of the City, subject to the terms and conditions of the applicable purchase/license.
13.3. City Data
The City is the sole and exclusive owner of all data and information provided to CONTRACTOR by or on behalf of the CITY for processing, and any and all updates or modifications thereto or derivatives thereof made by CONTRACTOR ("City Data"), and all intellectual property rights in the foregoing, whether or not provided to any other party under this Contract. Except for City Data that is available on a public facing website hosted by CONTRACTOR, City Data will be the CITY'S confidential information under this Contract. CONTRACTOR shall not use City Data for any purpose other than that of rendering the services under this Contract, nor sell, assign, lease, dispose of or otherwise exploit City Data. CONTRACTOR shall not possess or assert any lien or other right against or to City Data.
14. CONFIDENTIAL INFORMATION
Neither party shall use or disclose any Confidential Information (as defined herein) of the other party, except on a need-to-know basis for purposes of performing its obligations under this Contract and who have agreed in writing to be bound by terms at least as protective as those contained in this CONTRACT. Each party shall use the same standard of care to protect the disclosing party's Confidential Information as it would use to protect its own Confidential Information (but using no less than a reasonable degree of protection). "Confidential Information" means any information or material in tangible or intangible form that: a) is confidential and proprietary to the disclosing party, which derives economic value from not being generally known and is the subject of reasonable efforts by the disclosing party to maintain its secrecy; b) the disclosing party obtains from any third party which the disclosing party treats as proprietary whether or not owned by the disclosing party; or c) is identified by the disclosing party as confidential, pursuant to local, state and/or federal laws and regulations.
THE PARTIES ACKNOWLEDGE THAT THIS CONTRACT, IN ITS ENTIRETY, IS A PUBLIC RECORD OF THE CITY OF LOS ANGELES. Disclosure of Confidential Information to employees of the parties hereto will be limited to those who have a need to know such Information in connection with carrying out the obligations of that party pursuant to the Contract.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 14 of 22 PMA AMP 4 For purposes of this Contract, "Confidential Information" shall not include information or material which a) enters the public domain (other than as a result of a breach of this Contract); b) was in the receiving party's possession prior to its receipt from the disclosing party; c) is independently developed by the receiving party without the use of Confidential Information; d) is obtained by the receiving party from a third party under no obligation of confidentiality to the disclosing party; or e) must be disclosed due to a judicial or governmental requirement or order, provided that - the receiving party has given the disclosing party reasonable prior notice of such requirement or order to give the disclosing party a reasonable opportunity to object or to seek a protective order or other appropriate remedy, - the receiving party reasonably cooperates with the disclosing party so that it may object or seek a protective order or other appropriate remedy, and - the receiving party in any event discloses only that portion of the Confidential Information that it is legally required to be disclosed.
The confidentiality obligations set forth in this Section shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination or expiration of this Contract with respect to Confidential Information that does not rise to the level of a trade secret.
The receiving party shall use such Confidential Information only for the purpose for which it was disclosed and shall not otherwise use or exploit such Confidential Information for its own benefit or the benefit of any other party without the prior written consent of the disclosing party. Each party is responsible for its actions or inactions. The receiving party shall promptly notify the disclosing party if receiving party is aware of a breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.
The receiving party acknowledges that disclosure of any Confidential Information or trade secret by it or its employees will give rise to irreparable injury to the disclosing party or the owner of such information, not adequately compensated by damages. Accordingly, the disclosing party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Article, in addition to any other legal remedies which may be available. The receiving party further acknowledges and agrees that the covenants contained in this Article are necessary for the protection of the disclosing party's legitimate business interests and are reasonable in scope and content.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 15 of 22 MITILT A %Termnil, All Confidential Information of each party as the disclosing party, shall remain the property of such party and no license or other rights to such party's confidential information is granted or implied hereby, except for CITY'S license to access and use the Software Product, Software Documentation, and Contractor Proprietary Technology for its own internal business operations as limited by the terms of this Contract.
15. MISCELLANEOUS
15.1. Nothing contained in this CONTRACT is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a party to any such person.
15.2. This CONTRACT shall be binding upon and for the benefit of CONTRACTOR, The CITY and their permitted successors and assigns. Either party may assign this CONTRACT to an Affiliate and as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets or business to which the CONTRACT relates. Except as expressly stated in this CONTRACT, neither party may otherwise assign its rights or obligations under this CONTRACT or an Order or SOW either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent shall be deemed null and void.
15.3. Each party agrees that during the term of this CONTRACT and for twelve (12) months after the CONTRACT terminates or expires it will not knowingly solicit for employment any person employed by the other party. Nothing in this clause shall be construed to prohibit individual employees from responding to public employment advertisements, postings or job fairs of either party, provided such response is not prompted by a party intentionally circumventing the restriction of this clause.
15.4. The CITY and LAFD hereby grant CONTRACTOR a non-exclusive license solely during the term of this CONTRACT to list The CITY and LAFD's name and display The CITY and LAFD's seal and/or logo (as provided on Lacity.org and Lafd.org) in the client section of CONTRACTOR's website and to use The CITY and LAFD's name and seal/logo on CONTRACTOR client lists but only to the extent that other clients of CONTRACTOR are also listed on such list. Any other use by CONTRACTOR of The CITY or LAFD's name, seal or trademark requires The CITY or LAFD's prior written consent. The CITY and LAFD may terminate such license at any time by providing CONTRACTOR with written notice and providing CONTRACTOR with a reasonable period of time to remove The CITY or LAFD's name and/or seal/logo from its customer lists and website.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 16 of 22 FINANCE'' 15.5. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either party to exercise any of its rights under this CONTRACT will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this CONTRACT will not affect the validity or enforceability of any of the other provisions hereof, and this CONTRACT will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.
15.6. If the Services are being or have been acquired with U.S. Federal Government funds, or The CITY is an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Services, or any related documentation of any kind, including technical data, manuals or CONTRACTOR Materials, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for milLAFDry agencies. The Services and CONTRACTOR Materials COMMERCIAL ITEMS AS DEFINED BY THE FEDERAL ACQUISITION REGULATION. Use of the Services and CONTRACTOR Materials by the Government is further restricted according to the terms of this CONTRACT and any amendment hereto.
15.7. TERMINATION FOR CONVENIENCE.
15.7.1. The CITY may terminate for the CITY's convenience at any time by giving CONTRACTOR thirty days written notice thereof. Upon receipt of said notice, CONTRACTOR shall immediately take action not to incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. For professional consulting services, the CITY shall pay CONTRACTOR its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by CONTRACTOR to affect such termination. For subscription services and fixed fee Professional Services projects ("Fixed Fee PS Projects"), the CITY shall not receive a refund of any prepaid subscription fees or Fixed Fee PS Projects and for any subscriptions or Fixed Fee PS Projects that are not paid in full in advance, the CITY shall pay the fees owed for the remainder of any subscription or Fixed Fee PS Projects as an early termination fee. Thereafter, CONTRACTOR shall have no further claims against the CITY under this Contract. All finished and unfinished documents and materials procured for or produced under this Contract, including all intellectual property rights thereto to the Work Product produced
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 17 of 22 FMANCEAl for the CITY, shall become CITY property upon the date of such termination. CONTRACTOR agrees to execute any documents reasonably necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.
15.7.2. If at any time after the Initial Term of this CONTRACT, CONTRACTOR is not interested in extending the term of this CONTRACT or materially reduces the services offered, CONTRACTOR will provide the CITY with a minimum of 90 days' notice.
15.7.3. Upon written request by the CITY, CONTRACTOR shall provide the CITY or its designee with a copy of the CITY'S site, which includes all files, code and databases. Except if the contract is terminated for cause, should the CITY request transition services in order to enable the CITY to transition to a different service provider, the CITY shall be charged CONTRACTOR'S then current Professional Services Fees and the parties will execute a separate SOW evidencing the terms of such additional Professional Services.
15.8. TERMINATION FOR BREACH OF CONTRACT.
15.8.1. Except for excusable delays as provided in PSC-7, if CONTRACTOR fails to perform any of the provisions of this Contract or so fails to make progress as to endanger timely performance of this Contract, the CITY may give CONTRACTOR written notice of such default. If CONTRACTOR does not cure such default or provide a plan to cure such default which is acceptable to the CITY within the timeframe, mutually agreed to by the parties, but in no event less than thirty (30) days, then the CITY may terminate this Contract due to CONTRACTOR'S breach of this Contract.
15.8.2. If a federal or state proceeding for relief of debtors is undertaken by or against CONTRACTOR, or if CONTRACTOR makes an assignment for the benefit of creditors, then the CITY may immediately terminate this Contract.
15.8.3. If CONTRACTOR engages in any dishonest conduct related to the performance or administration of this Contract or violates the CITY'S lobbying policies, then the CITY may immediately terminate this Contract.
15.8.4. In the event the CITY terminates this Contract as provided in this section, the CITY may procure, upon such terms and in such manner as the CITY may deem appropriate, services
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 18 of 22 FINANCE 41m- similar in scope and level of effort to those so terminated, to the extent available.
15.8.5. All finished or unfinished documents and materials produced or procured as Work Product for the CITY under this Contract, however, excluding CONTRACTOR MATERIALS, including all intellectual property rights thereto, shall become CITY property upon date of such termination, as provided and described in paragraph 15.7.3. CONTRACTOR agrees to execute any documents reasonably necessary for the CITY to perfect, memorialize, or record the CITY'S ownership rights provided herein.
15.8.6. If, after notice of termination of this Contract under the provisions of this section, it is determined for any reason that CONTRACTOR was not in default under the provisions of this section, or that the default was excusable under the terms of this Contract, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 15.7 Termination for Convenience.
15.8.7. The rights and remedies of the CITY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
15.9. GOVERNMENT DISCOUNT. CONTRACTOR agrees to offer to the City the lower of its standard federal government discount for all products and services, or prices as provided in Appendix B Pricing.
15.10. INTELLECTUAL PROPERTY INDEMNIFICATION
15.10.1. CONTRACTOR, at its own expense, undertakes and agrees to defend, indemnify, and hold harmless the CITY, and any of its Boards, Officers, Agents, Employees, Assignees, and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the CITY, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever arising out of a third party claim of an infringement, actual or alleged, direct or contributory, of any intellectual property rights, including, without limitation, U.S., Canadian, or European Union patent, copyright, trademark, trade secret, right of publicity and proprietary information right (1) the CITYS's compliant use of the Services provided to CITY by CONTRACTOR, or its subcontractors of any tier, in performing
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 19 of 22 FINANCEi the work under this Contract; or (2) as a result of the CITY'S actual or intended use of any Work Product furnished by CONTRACTOR, or its subcontractors of any tier, under the Agreement. The provisions of Section 15.10 shall survive expiration or termination of this Contract.
15.10.2. The foregoing obligations will not apply to the extent the claim arises as a result of (a) any use of any design, medium matter, article, process, method, application, equipment, device, instrumentation, software, hardware or firmware used by CONTRACTOR in the delivery of Services, including Work Product (collectively, the "Services") in a manner other than as specified in this Contract or in any SOW; (b) any use of the Services in combination with other products, services, equipment, devices, software, systems or data not supplied by CONTRACTOR to the extent such claim is caused by such combination; (c) any alteration, modification or customization of the Services or any software made by any party other than CONTRACTOR or CONTRACTOR'S authorized representatives if such infringement would not have occurred without such alteration, modification or customization; (d) CONTRACTOR'S compliance with any designs, specifications or instructions provided by the CITY where such designs, specifications or cause the infringement; (e) use by the CITY after notice by CONTRACTOR to discontinue use of all or a portion of the Services, or (f) any use of any software made available by CONTRACTOR that is the subject of an open source license, including, without limitation, any Drupal software or any use by the CITY of any third-party software.
15.10.3. Other than claims related to indemnification, neither party shall be liable to the other for special, indirect, incidental, consequential, punitive, exemplary or other similar damages, including, without limitation, loss of revenue or profits, in any way arising out of or related to this Contract or any SOW, even if it has been advised of the possibility of such damages, unless otherwise required by law. Except for claims related to indemnification, CONTRACTOR'S total liability to the CITY for any claim arising out of this Contract or any SOW for the first year of the Contract shall not exceed one (1) million dollars, thereafter CONTRACTOR'S total liability to the CITY for any claim arising out of this Contract or any SOW shall not exceed five hundred ($500,000) thousand dollars. CONTRACTOR'S pricing reflects this allocation of risk and the limitation of liability specified herein.
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 20 of 22 FINANCE/ 16. INCORPORATION OF REFERENCES / ORDER OF PRECEDENCE With the exception of PSCs 10, 17, 21, 23, and 25, the following documents are hereby incorporated into and made a part of this Contract where referred to as though set forth at length.
Appendix A: Standard Provisions for City Contracts Appendix B: Order Form for Acquia Cloud Enterprise Subscription with Support Appendix C: Acquia Products and Services Guide In the event of an inconsistency between any of the provisions of this Contract and/or any Appendix or Exhibit attached hereto, the inconsistency shall be resolved by giving precedence in the following order:
1. Provisions of this contract 2. Appendix A: Standard Provisions for City Contracts 3. Appendix B: Order Form for Acquia Cloud Enterprise Subscription with Support 4. Appendix C: Acquia Products and Services Guide IN WITNESS THEREOF, the parties hereto have caused this instrument to be signed by their respective duly authorized officers:
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Acquia, Inc. Agreement Page 21 of 22 FuNTANcE/We- APPROVED AS TO FORM: CITY OF LOS ANGELES Michael Feuer Attorney
By: By: Anthony-Paul Diaz Ralph M. Terrazas Deputy City Attorney Fire Chief
Date: Date: //&//4j(
ATTEST: Holly Wolcott Acquia Inc. Interim City Clerk
By: ")1 William Sorenson CFO
Date: Date: g /62 /2014
Agreement Number: e ,-lo
Acquia Cloud Enterprise Subscription with Support - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. Page 22 of 22 FINANCE //AA Appendix A
STANDARD PROVISIONS FOR CITY CONTRACTS
TABLE OF CONTENTS
PSC-1 CONSTRUCTION OF PROVISIONS AND TITLES HEREIN 1
PSC-2 NUMBER OF ORIGINALS 1
PSC-3 APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT 1
PSC-4 TIME OF EFFECTIVENESS 2
PSC-5 INTEGRATED CONTRACT 2
PSC-6 AMENDMENT 2
PSC-7 EXCUSABLE DELAYS 2
PSC-8 BREACH 2
PSC-9 WAIVER 3
PSC-10 TERMINATION 3
PSC-11 INDEPENDENT CONTRACTOR 4
PSC-12 CONTRACTOR'S PERSONNEL 4
PSC-13 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION 5
PSC-14 PERMITS 5
PSC-15 CLAIMS FOR LABOR AND MATERIALS 5
PSC-16 CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED 5
PSC-17 RETENTION OF RECORDS, AUDIT AND REPORTS 5
PSC-18 FALSE CLAIMS ACT 6
PSC-19 BONDS 6
PSC-20 INDEMNIFICATION 6
PSC-21 INTELLECTUAL PROPERTY INDEMNIFICATION 6
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) Appendix A
TABLE OF CONTENTS (Continued)
PSC-22 INTELLECTUAL PROPERTY WARRANTY 7
PSC-23 OWNERSHIP AND LICENSE 7
PSC-24 INSURANCE 8
PSC-25 DISCOUNT TERMS 8
PSC-26 WARRANTY AND RESPONSIBILITY OF CONTRACTOR 8
PSC-27 NON-DISCRIMINATION 8
PSC-28 EQUAL EMPLOYMENT PRACTICES 9
PSC-29 AFFIRMATIVE ACTION PROGRAM 11
PSC-30 CHILD SUPPORT ASSIGNMENT ORDERS 15
PSC-31 LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE 16
PSC-32 AMERICANS WITH DISABILITIES ACT 17
PSC-33 CONTRACTOR RESPONSIBILITY ORDINANCE 18
PSC-34 MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM 18
PSC-35 EQUAL BENEFITS ORDINANCE 18
PSC-36 SLAVERY DISCLOSURE ORDINANCE 19 EXHIBIT 1 - INSURANCE CONTRACTUAL REQUIREMENTS 20
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) ii
FINANCE 4k- Appendix A
STANDARD PROVISIONS FOR CITY CONTRACTS
PSC-1. CONSTRUCTION OF PROVISIONS AND TITLES HEREIN
All titles, subtitles, or headings in this Contract have been inserted for convenience, and shall not be deemed to affect the meaning or construction of any of the terms or provisions hereof. The language of this Contract shall be construed according to its fair meaning and not strictly for or against the CITY or CONTRACTOR. The word "CONTRACTOR" herein in this Contract includes the party or parties identified in the Contract. The singular shall include the plural; if there is more than one CONTRACTOR herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used.
PSC-2. NUMBER OF ORIGINALS
The number of original texts of this Contract shall be equal to the number of the parties hereto, one text being retained by each party. At the CITY'S option, one or more additional original texts of this Contract may also be retained by the City.
PSC-3. APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT
Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, and the CITY, including but not limited to, laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees. This Contract shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles. CONTRACTOR shall comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Contract.
In any action arising out of this Contract, CONTRACTOR consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts located in Los Angeles County, California.
If any part, term or provision of this Contract is held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Contract, the validity of the remaining parts, terms or provisions of the Contract shall not be affected thereby,
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 1
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PSC-4. TIME OF EFFECTIVENESS
Unless otherwise provided, this Contract shall take effect when all of the following events have occurred:
A. This Contract has been signed on behalf of CONTRACTOR by the person or persons authorized to bind CONTRACTOR hereto;
B. This Contract has been approved by the City Council or by the board, officer or employee authorized to give such approval;
C. The Office of the City Attorney has indicated in writing its approval of this Contract as to form; and
D. This Contract has been signed on behalf of the CITY by the person designated by the City Council, or by the board, officer or employee authorized to enter into this Contract.
PSC-5. INTEGRATED CONTRACT
This Contract sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous Contracts or understandings, whether written or oral, relating thereto. This Contract may be amended only as provided for in paragraph PSC-6 hereof.
PSC-6. AMENDMENT
All amendments to this Contract shall be in writing and signed and approved pursuant to the provisions of PSC-4.
PSC-7. EXCUSABLE DELAYS
In the event that performance on the part of any party hereto is delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder include, but are not limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in transportation, to the extent that they are not caused by the party's willful or negligent acts or omissions, and to the extent that they are beyond the party's reasonable control.
PSC-8. BREACH
Except for excusable delays as described in PSC-7, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 2
FINANCE*e___ Appendix A and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated.
PSC-9. WAIVER
A waiver of a default of any part, term or provision of this Contract shall not be construed as a waiver of any succeeding default or as a waiver of the part, term or provision itself. A party's performance after the other party's default shall not be construed as a waiver of that default.
PSC-10. TERMINATION
A. TERMINATION FOR CONVENIENCE
The CITY may terminate this Contract for the CITY'S convenience at any time by giving CONTRACTOR thirty days written notice thereof. Upon receipt of said notice, CONTRACTOR shall immediately take action not to incur any additional obligations, cost or expenses, except as may be reasonably necessary to terminate its activities. The CITY shall pay CONTRACTOR its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by CONTRACTOR to affect such termination. Thereafter, CONTRACTOR shall have no further claims against the CITY under this Contract. All finished and unfinished documents and materials procured for or produced under this Contract, including all intellectual property rights thereto, shall become CITY property upon the date of such termination. CONTRACTOR agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.
B. TERMINATION FOR BREACH OF CONTRACT
1. Except for excusable delays as provided in PSC-7, if CONTRACTOR fails to perform any of the provisions of this Contract or so fails to make progress as to endanger timely performance of this Contract, the CITY may give CONTRACTOR written notice of such default. If CONTRACTOR does not cure such default or provide a plan to cure such default which is acceptable to the CITY within the time permitted by the CITY, then the CITY may terminate this Contract due to CONTRACTOR'S breach of this Contract.
2. If a federal or state proceeding for relief of debtors is undertaken by or against CONTRACTOR, or if CONTRACTOR makes an assignment for the benefit of creditors, then the CITY may immediately terminate this Contract.
3. If CONTRACTOR engages in any dishonest conduct related to the performance or administration of this Contract or violates the
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 3
YTATANCEIAAA__ Appendix A
CITY'S lobbying policies, then the CITY may immediately terminate this Contract.
4. In the event the CITY terminates this Contract as provided in this section, the CITY may procure, upon such terms and in such manner as the CITY may deem appropriate, services similar in scope and level of effort to those so terminated, and CONTRACTOR shall be liable to the CITY for all of its costs and damages, including, but not limited, any excess costs for such services.
5. All finished or unfinished documents and materials produced or procured under this Contract, including all intellectual property rights thereto, shall become CITY property upon date of such termination. CONTRACTOR agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.
6. If, after notice of termination of this Contract under the provisions of this section, it is determined for any reason that CONTRACTOR was not in default under the provisions of this section, or that the default was excusable under the terms of this Contract, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to PSC-10(A) Termination for Convenience.
7. The rights and remedies of the CITY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
PSC-11. INDEPENDENT CONTRACTOR
CONTRACTOR is acting hereunder as an independent contractor and not as an agent or employee of the CITY. CONTRACTOR shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the CITY.
PSC-12. CONTRACTOR'S PERSONNEL
Unless otherwise provided or approved by the CITY, CONTRACTOR shall use its own employees 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. CONTRACTOR agrees to remove personnel from performing work under this Contract if requested to do so by the CITY.
CONTRACTOR shall not use subcontractors to assist in performance of this Contract without the prior written approval of the CITY. If the CITY permits the use of subcontractors, CONTRACTOR shall remain responsible for performing all aspects of
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 4
FIINTANCE/pAi> Appendix A
this Contract. The CITY has the right to approve CONTRACTOR'S subcontractors, and the CITY reserves the right to request replacement of subcontractors. The CITY does not have any obligation to pay CONTRACTOR'S subcontractors, and nothing herein creates any privity between the CITY and the subcontractors. PSC-13. PROHIBITION AGAINST ASSIGNMENT OR DELEGATION
CONTRACTOR may not, unless it has first obtained the written permission of the CITY:
A. Assign or otherwise alienate any of its rights under this Contract, including the right to payment; or
B. Delegate, subcontract, or otherwise transfer any of its duties under this Contract.
PSC-14. PERMITS
CONTRACTOR and its directors, officers, partners, agents, employees, and subcontractors, to the extent allowed hereunder, shall obtain and maintain all licenses, permits, certifications and other documents necessary for CONTRACTOR'S performance hereunder and shall pay any fees required therefor. CONTRACTOR certifies to immediately notify the CITY of any suspension, termination, lapses, non- renewals, or restrictions of licenses, permits, certificates, or other documents.
PSC-15. CLAIMS FOR LABOR AND MATERIALS
CONTRACTOR shall promptly pay when due all amounts payable for labor and materials furnished in the performance of this Contract so as to prevent any lien or other claim under any provision of law from arising against any CITY property (including reports, documents, and other tangible or intangible matter produced by CONTRACTOR hereunder), against CONTRACTOR'S rights to payments hereunder, or against the CITY, and shall pay all amounts due under the Unemployment Insurance Act with respect to such labor.
PSC-16. CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED
If applicable, CONTRACTOR represents that it has obtained and presently holds the Business Tax Registration Certificate(s) required by the CITY'S Business Tax Ordinance, Section 21.00 et seq. of the Los Angeles Municipal Code. For the term covered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, all such Certificates required of it under the Business Tax Ordinance, and shall not allow any such Certificate to be revoked or suspended.
PSC-17. RETENTION OF RECORDS, AUDIT AND REPORTS
CONTRACTOR shall maintain all records, including records of financial transactions, pertaining to the performance of this Contract, in their original form, in accordance with
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 5
FINANCEice: Appendix A
requirements prescribed by the CITY. These records shall be retained for a period of no less than three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs last. Said records shall be subject to examination and audit by authorized CITY personnel or by the CITY'S representative at any time during the term of this Contract or within the three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs last. CONTRACTOR shall provide any reports requested by the CITY regarding performance of this Contract. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract.
PSC-18. FALSE CLAIMS ACT
CONTRACTOR acknowledges that it is aware of liabilities resulting from submitting a false claim for payment by the CITY under the False Claims Act (Cal. Gov. Code §§ 12650 et seq.), including treble damages, costs of legal actions to recover payments, and civil penalties of up to $10,000 per false claim.
PSC-19. BONDS
All bonds which may be required hereunder shall conform to CITY requirements established by Charter, ordinance or policy, and shall be filed with the Office of the City Administrative Officer, Risk Management for its review and acceptance in accordance with Sections 11.47 through 11.56 of the Los Angeles Administrative Code.
PSC-20. INDEMNIFICATION
Except for the active negligence or willful misconduct of the CITY, or any of its Boards, Officers, Agents, Employees, Assigns and Successors in Interest, CONTRACTOR undertakes and agrees to defend, indemnify and hold harmless the CITY and any of its Boards, Officers, Agents, Employees, Assigns, and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the CITY, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including CONTRACTOR'S employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Contract by CONTRACTOR or its subcontractors of any tier. Rights and remedies available to the CITY under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the CITY. The provisions of PSC-20 shall survive expiration or termination of this Contract.
PSC-21. INTELLECTUAL PROPERTY INDEMNIFICATION
CONTRACTOR, at its own expense, undertakes and agrees to defend, indemnify, and hold harmless the CITY, and any of its Boards, Officers, Agents, Employees, Assigns,
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 6
FINANCE/tfrk-- Appendix A
and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the CITY, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever arising out of the infringement, actual or alleged, direct or contributory, of any intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information right (1) on or in any design, medium, matter, article, process, method, application, equipment, device, instrumentation, software, hardware, or firmware used by CONTRACTOR, or its subcontractors of any tier, in performing the work under this Contract; or (2) as a result of the CITY'S actual or intended use of any Work Product furnished by CONTRACTOR, or its subcontractors of any tier, under the Agreement. Rights and remedies available to the CITY under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the CITY. The provisions of PSC-21 shall survive expiration or termination of this Contract.
PSC-22. INTELLECTUAL PROPERTY WARRANTY
CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party's intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, rights of publicity and proprietary information.
PSC-23. OWNERSHIP AND LICENSE
Unless otherwise provided for herein, all Work Products originated and prepared by CONTRACTOR or its subcontractors of any tier under this Contract shall be and remain the exclusive property of the CITY for its use in any manner it deems appropriate. Work Products are all works, tangible or not, created under this Contract including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. CONTRACTOR hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and all other intellectual property rights worldwide in any Work Products originated and prepared by CONTRACTOR under this Contract. CONTRACTOR further agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.
For all Work Products delivered to the CITY that are not originated or prepared by CONTRACTOR or its subcontractors of any tier under this Contract, CONTRACTOR hereby grants a non-exclusive perpetual license to use such Work Products for any CITY purposes.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 7
FINANCE 4M--- Appendix A
CONTRACTOR shall not provide or disclose any Work Product to any third party without prior written consent of the CITY.
Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract to contractually bind or otherwise oblige its subcontractors performing work under this Contract such that the CITY'S ownership and license rights of all Work Products are preserved and protected as intended herein. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of CONTRACTOR'S contract with the CITY.
PSC-24. INSURANCE
During the term of this Contract and without limiting CONTRACTOR'S indemnification of the CITY, CONTRACTOR shall provide and maintain at its own expense a program of insurance having the coverages and limits customarily carried and actually arranged by CONTRACTOR, but not less than the amounts and types listed on the Required Insurance and Minimum Limits sheet (Form General 146 in Exhibit 1 hereto), covering its operations hereunder. Such insurance shall conform to CITY requirements established by Charter, ordinance or policy, shall comply with the Insurance Contractual Requirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in a form acceptable to the Office of the City Administrative Officer, Risk Management. CONTRACTOR shall comply with all Insurance Contractual Requirements shown on Exhibit 1 hereto. Exhibit 1 is hereby incorporated by reference and made a part of this Contract.
PSC-25. DISCOUNT TERMS
CONTRACTOR agrees to offer the CITY any discount terms that are offered to its best customers for the goods and services to be provided hereunder and apply such discount to payments made under this Contract which meet the discount terms.
PSC-26. WARRANTY AND RESPONSIBILITY OF CONTRACTOR
CONTRACTOR warrants that the work performed hereunder shall be completed in a manner consistent with professional standards practiced among those firms within CONTRACTOR'S profession, doing the same or similar work under the same or similar circumstances.
PSC-27. NON-DISCRIMINATION
Unless otherwise exempt, this Contract is subject to the non-discrimination provisions in Sections 10.8 through 10.8.2 of the Los Angeles Administrative Code, as amended from time to time. The CONTRACTOR shall comply with the applicable non-discrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the CITY. In performing this Contract, CONTRACTOR shall not
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 8 Appendix A
discriminate in its employment practices against any employee or applicant for employment because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, disability, domestic partner status, marital status or medical condition. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract.
Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of CONTRACTOR'S contract with the CITY.
PSC-28. EQUAL EMPLOYMENT PRACTICES
Unless otherwise exempt, this Contract is subject to the equal employment practices provisions in Section 10.8.3 of the Los Angeles Administrative Code, as amended from time to time.
A. During the performance of this Contract, CONTRACTOR agrees and represents that it will provide equal employment practices and CONTRACTOR and each subcontractor hereunder will ensure that in his or her employment practices persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
1. This provision applies to work or service performed or materialS manufactured or assembled in the United States.
2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service category.
3. CONTRACTOR agrees to post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and applicants for employment.
B. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to their race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
C. As part of the CITY'S supplier registration process, and/or at the request of the awarding authority, or the Board of Public Works, Office of Contract Compliance, CONTRACTOR shall certify in the specified format that he or she has not discriminated in the performance of CITY contracts against any employee or applicant for employment on the basis or because of
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 9
FINANCE Appendix A
race, religion, national origin, ancestry, sex, sexual orientation, age, disability, marital status or medical condition.
D. CONTRACTOR shall permit access to and may be required to provide certified copies of all of his or her records pertaining to employment and to employment practices by the awarding authority or the Office of Contract Compliance for the purpose of investigation to ascertain compliance with the Equal Employment Practices provisions of CITY contracts. On their or either of their request CONTRACTOR shall provide evidence that he or she has or will comply therewith.
E. The failure of any CONTRACTOR to comply with the Equal Employment Practices provisions of this Contract may be deemed to be a material breach of CITY contracts. Such failure shall only be established upon a finding to that effect by the awarding authority, on the basis of its own investigation or that of the Board of Public Works, Office of Contract Compliance. No such finding shall be made or penalties assessed except upon a full and fair hearing after notice and an opportunity to be heard has been given to CONTRACTOR.
F. Upon a finding duly made that CONTRACTOR has failed to comply with the Equal Employment Practices provisions of a CITY contract, the contract may be forthwith canceled, terminated or suspended, in whole or in part, by the awarding authority, and all monies due or to become due hereunder may be forwarded to and retained by the CITY. In addition thereto, such failure to comply may be the basis for a determination by the awarding authority or the Board of Public Works that the CONTRACTOR is an irresponsible bidder or proposer pursuant to the provisions of Section 371 of the Charter of the City of Los Angeles. In the event of such a determination, CONTRACTOR shall be disqualified from being awarded a contract with the CITY for a period of two years, or until CONTRACTOR shall establish and carry out a program in conformance with the provisions hereof.
G. Notwithstanding any other provision of this Contract, the CITY shall have any and all other remedies at law or in equity for any breach hereof.
H. Intentionally blank.
1. Nothing contained in this Contract shall be construed in any manner so as to require or permit any act which is prohibited by law.
J. At the time a supplier registers to do business with the CITY, or when an individual bid or proposal is submitted, CONTRACTOR shall agree to adhere to the Equal Employment Practices specified herein during the performance or conduct of CITY Contracts.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 10 Appendix A
K. Equal Employment Practices shall, without limitation as to the subject or nature of employment activity, be concerned with such employment practices as:
1. Hiring practices;
2. Apprenticeships where such approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;
3. Training and promotional opportunities; and
4. Reasonable accommodations for persons with disabilities.
L. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with all such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of the CONTRACTOR'S Contract with the CITY.
PSC-29. AFFIRMATIVE ACTION PROGRAM
Unless otherwise exempt, this Contract is subject to the affirmative action program provisions in Section 10.8,4 of the Los Angeles Administrative Code, as amended from time to time.
A. During the performance of a CITY contract, CONTRACTOR certifies and represents that CONTRACTOR and each subcontractor hereunder will adhere to an affirmative action program to ensure that in its employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
1. This provision applies to work or services performed or materials manufactured or assembled in the United States.
2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service category.
3. CONTRACTOR shall post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and applicants for employment.
B. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 11 Appendix A
their race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
C. As part of the CITY'S supplier registration process, and/or at the request of the awarding authority or the Office of Contract Compliance, CONTRACTOR shall certify on an electronic or hard copy form to be supplied, that CONTRACTOR has not discriminated in the performance of CITY contracts against any employee or applicant for employment on the basis or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.
D. CONTRACTOR shall permit access to and may be required to provide certified copies of all of its records pertaining to employment and to its employment practices by the awarding authority or the Office of Contract Compliance, for the purpose of investigation to ascertain compliance with the Affirmative Action Program provisions of CITY contracts, and on their or either of their request to provide evidence that it has or will comply therewith.
E. The failure of any CONTRACTOR to comply with the Affirmative Action Program provisions of CITY contracts may be deemed to be a material breach of contract. Such failure shall only be established upon a finding to that effect by the awarding authority, on the basis of its own investigation or that of the Board of Public Works, Office of Contract Compliance. No such finding shall be made except upon a full and fair hearing after notice and an opportunity to be heard has been given to CONTRACTOR.
F. Upon a finding duly made that CONTRACTOR has breached the Affirmative Action Program provisions of a CITY contract, the contract may be forthwith cancelled, terminated or suspended, in whole or in part, by the awarding authority, and all monies due or to become due hereunder may be forwarded to and retained by the CITY. In addition thereto, such breach may be the basis for a determination by the awarding authority or the Board of Public Works that the said CONTRACTOR is an irresponsible bidder or proposer pursuant to the provisions of Section 371 of the Los Angeles City Charter, In the event of such determination, such CONTRACTOR shall be disqualified from being awarded a contract with the CITY for a period of two years, or until he or she shall establish and carry out a program in conformance with the provisions hereof.
G. In the event of a finding by the Fair Employment and Housing Commission of the State of California, or the Board of Public Works of the City of Los Angeles, or any court of competent jurisdiction, that CONTRACTOR has been guilty of a willful violation of the California Fair Employment and Housing Act, or the Affirmative Action Program provisions of a CITY contract, there may be deducted from the amount payable to CONTRACTOR by the CITY under the contract, a penalty of ten dollars
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 12
NA NC E 4/1At - Appendix A
($10.00) for each person for each calendar day on which such person was discriminated against in violation of the provisions of a CITY contract.
H. Notwithstanding any other provisions of a CITY contract, the CITY shall have any and all other remedies at law or in equity for any breach hereof.
I. Intentionally blank.
J. Nothing contained in CITY contracts shall be construed in any manner so as to require or permit any act which is prohibited by law.
K. CONTRACTOR shall submit an Affirmative Action Plan which shall meet the requirements of this chapter at the time it submits its bid or proposal or at the time it registers to do business with the CITY. The plan shall be subject to approval by the Office of Contract Compliance prior to award of the contract. The awarding authority may also require contractors and suppliers to take part in a pre-registration, pre-bid, pre-proposal, or pre- award conference in order to develop, improve or implement a qualifying Affirmative Action Plan. Affirmative Action Programs developed pursuant to this section shall be effective for a period of twelve months from the date of approval by the Office of Contract Compliance. In case of prior submission of a plan, CONTRACTOR may submit documentation that it has an Affirmative Action Plan approved by the Office of Contract Compliance within the previous twelve months. If the approval is 30 days or less from expiration, CONTRACTOR must submit a new Plan to the Office of Contract Compliance and that Plan must be approved before the contract is awarded.
1. Every contract of $5,000 or more which may provide construction, demolition, renovation, conservation or major maintenance of any kind shall in addition comply with the requirements of Section 10.13 of the Los Angeles Administrative Code.
2. CONTRACTOR may establish and adopt as its own Affirmative Action Plan, by affixing his or her signature thereto, an Affirmative Action Plan prepared and furnished by the Office of Contract Compliance, or it may prepare and submit its own Plan for approval.
L. The Office of Contract Compliance shall annually supply the awarding authorities of the CITY with a list of contractors and suppliers who have developed Affirmative Action Programs. For each contractor and supplier the Office of Contract Compliance shall state the date the approval expires. The Office of Contract Compliance shall not withdraw its approval for any Affirmative Action Plan or change the Affirmative Action Plan after the date of contract award for the entire contract term without the mutual agreement of the awarding authority and CONTRACTOR.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 13
PINANCEttt{,, Appendix A
M. The Affirmative Action Plan required to be submitted hereunder and the pre-registration, pre-bid, pre-proposal or pre-award conference which may be required by the Board of Public Works, Office of Contract Compliance or the awarding authority shall, without limitation as to the subject or nature of employment activity, be concerned with such employment practices as:
1. Apprenticeship where approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;
2. Classroom preparation for the job when not apprenticeable;
3. Pre-apprenticeship education and preparation;
4. Upgrading training and opportunities;
5. Encouraging the use of contractors, subcontractors and suppliers of all racial and ethnic groups, provided, however, that any contract subject to this ordinance shall require the contractor, subcontractor or supplier to provide not less than the prevailing wage, working conditions and practices generally observed in private industries in the contractor's, subcontractor's or supplier's geographical area for such work;
6. The entry of qualified women, minority and all other journeymen into the industry; and
7. The provision of needed supplies or job conditions to permit persons with disabilities to be employed, and minimize the impact of any disability.
N. Any adjustments which may be made in the contractors or supplier's workforce to achieve the requirements of the CITY'S Affirmative Action Contract Compliance Program in purchasing and construction shall be accomplished by either an increase in the size of the workforce or replacement of those employees who leave the workforce by reason of resignation, retirement or death and not by termination, layoff, demotion or change in grade.
0. Affirmative Action Agreements resulting from the proposed Affirmative Action Plan or the pre-registration, pre-bid, pre-proposal or pre-award conferences shall not be confidential and may be publicized by the contractor at his or her discretion. Approved Affirmative Action Agreements become the property of the CITY and may be used at the discretion of the CITY in its Contract Compliance Affirmative Action Program.
P. Intentionally blank.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 14 Appendix A
Q. All contractors subject to the provisions of this section shall include a like provision in all subcontracts awarded for work to be performed under the contract with the CITY and shall impose the same obligations, including but not limited to filing and reporting obligations, on the subcontractors as are applicable to the contractor. Failure of the contractor to comply with this requirement or to obtain the compliance of its subcontractors with all such obligations shall subject the contractor to the imposition of any and all sanctions allowed by law, including but not limited to termination of the contractor's contract with the CITY.
PSC-30. CHILD SUPPORT ASSIGNMENT ORDERS
This Contract is subject to the Child Support Assignment Orders Ordinance, Section 10.10 of the Los Angeles Administrative Code, as amended from time to time. Pursuant to the Child Support Assignment Orders Ordinance, CONTRACTOR will fully comply with all applicable State and Federal employment reporting requirements for CONTRACTOR'S employees. CONTRACTOR shall also certify (1) that the Principal Owner(s) of CONTRACTOR are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally; (2) that CONTRACTOR will fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment in accordance with Section 5230, et seq. of the California Family Code; and (3) that CONTRACTOR will maintain such compliance throughout the term of this Contract.
Pursuant to Section 10.10(b) of the Los Angeles Administrative Code, the failure of CONTRACTOR to comply with all applicable reporting requirements or to implement lawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or the failure of any Principal Owner(s) of CONTRACTOR to comply with any Wage and Earnings Assignment Orders or Notices of Assignment applicable to them personally, shall constitute a default by the CONTRACTOR under this Contract, subjecting this Contract to termination if such default shall continue for more than ninety (90) days after notice of such default to CONTRACTOR by the CITY.
Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract. Failure of CONTRACTOR to obtain compliance of its subcontractors shall constitute a default by CONTRACTOR under this Contract, subjecting this Contract to termination where such default shall continue for more than ninety (90) days after notice of such default to CONTRACTOR by the CITY.
CONTRACTOR certifies that, to the best of its knowledge, it is fully complying with the Earnings Assignment Orders of all employees, and is providing the names of all new employees to the New Hire Registry maintained by the Employment Development Department as set forth in Section 7110(b) of the California Public Contract Code.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 15
FDTAticEsIvt- Appendix A
PSC-31, LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE
A. Unless otherwise exempt, this Contract is subject to the applicable provisions of the Living Wage Ordinance (LWO), Section 10.37 et seq. of the Los Angeles Administrative Code, as amended from time to time, and the Service Contractor Worker Retention Ordinance (SCWRO), Section 10.36 et seq., of the Los Angeles Administrative Code, as amended from time to time. These Ordinances require the following:
1. CONTRACTOR assures payment of a minimum initial wage rate to employees as defined in the LWO and as may be adjusted each July 1 and provision of compensated and uncompensated days off and health benefits, as defined in the LWO.
2. CONTRACTOR further pledges that it will comply with federal law proscribing retaliation for union organizing and will not retaliate for activities related to the LWO. CONTRACTOR shall require each of its subcontractors within the meaning of the LWO to pledge to comply with the terms of federal law proscribing retaliation for union organizing. CONTRACTOR shall deliver the executed pledges from each such subcontractor to the CITY within ninety (90) days of the execution of the subcontract. CONTRACTOR'S delivery of executed pledges from each such subcontractor shall fully discharge the obligation of CONTRACTOR with respect to such pledges and fully discharge the obligation of CONTRACTOR to comply with the provision in the LWO contained in Section 10.37.6(c) concerning compliance with such federal law.
3. CONTRACTOR, whether an employer, as defined in the LWO, or any other person employing individuals, shall not discharge, reduce in compensation, or otherwise discriminate against any employee for complaining to the CITY with regard to the employer's compliance or anticipated compliance with the LWO, for opposing any practice proscribed by the LWO, for participating in proceedings related to the LWO, for seeking to enforce his or her rights under the LWO by any lawful means, or otherwise asserting rights under the LWO. CONTRACTOR shall post the Notice of Prohibition Against Retaliation provided by the CITY.
4. Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent allowed hereunder, shall be subject to the provisions of PSC-31 and shall incorporate the provisions of the LWO and the SCWRO.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 16
FINANCE/4-- Appendix A
5. CONTRACTOR shall comply with all rules, regulations and policies promulgated by the CITY'S Designated Administrative Agency which may be amended from time to time.
B. Under the provisions of Sections 10.36.3(c) and 10.37.6(c) of the Los Angeles Administrative Code, the CITY shall have the authority, under appropriate circumstances, to terminate this Contract and otherwise pursue legal remedies that may be available if the CITY determines that the subject CONTRACTOR has violated provisions of either the LWO or the SCWRO, or both.
C. Where under the LWO Section 10.37.6(d), the CITY'S Designated Administrative Agency has determined (a) that CONTRACTOR is in violation of the LWO in having failed to pay some or all of the living wage, and (b) that such violation has gone uncured, the CITY in such circumstances may impound monies otherwise due CONTRACTOR in accordance with the following procedures. Impoundment shall mean that from monies due CONTRACTOR, CITY may deduct the amount determined to be due and owing by CONTRACTOR to its employees. Such monies shall be placed in the holding account referred to in LWO Section 10.37.6(d)(3) and disposed of under procedures described therein through final and binding arbitration. Whether CONTRACTOR is to continue work following an impoundment shall remain in the sole discretion of the CITY. CONTRACTOR may not elect to discontinue work either because there has been an impoundment or because of the ultimate disposition of the impoundment by the arbitrator.
D. CONTRACTOR shall inform employees making less than Twelve Dollars ($12.00) per hour of their possible right to the federal Earned Income Credit (EIC). CONTRACTOR shall also make available to employees the forms informing them about the EIC and forms required to secure advance EIC payments from CONTRACTOR.
PSC-32. AMERICANS WITH DISABILITIES ACT
CONTRACTOR hereby certifies that it will comply with the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., and its implementing regulations. CONTRACTOR will provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the Americans with Disabilities Act. CONTRACTOR will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any subcontract entered into by CONTRACTOR, relating to this Contract, to the extent allowed hereunder, shall be subject to the provisions of this paragraph.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 17
PT.N.ANCEVA, Appendix A
PSC-33. CONTRACTOR RESPONSIBILITY ORDINANCE
Unless otherwise exempt, this Contract is subject to the provisions of the Contractor Responsibility Ordinance, Section 10.40 et seq., of the Los Angeles Administrative Code, as amended from time to time, which requires CONTRACTOR to update its responses to the responsibility questionnaire within thirty calendar days after any change to the responses previously provided if such change would affect CONTRACTOR'S fitness and ability to continue performing this Contract.
In accordance with the provisions of the Contractor Responsibility Ordinance, by signing this Contract, CONTRACTOR pledges, under penalty of perjury, to comply with all applicable federal, state and local laws in the performance of this Contract, including but not limited to, laws regarding health and safety, labor and employment, wages and hours, and licensing laws which affect employees. CONTRACTOR further agrees to: (1) notify the CITY within thirty calendar days after receiving notification that any government agency has initiated an investigation which may result in a finding that CONTRACTOR is not in compliance with all applicable federal, state and local laws in performance of this Contract; (2) notify the CITY within thirty calendar days of all findings by a government agency or court of competent jurisdiction that CONTRACTOR has violated the provisions of Section 10.40.3(a) of the Contractor Responsibility Ordinance; (3) unless exempt, ensure that its subcontractor(s), as defined in the Contractor Responsibility Ordinance, submit a Pledge of Compliance to the CITY; and (4) unless exempt, ensure that its subcontractor(s), as defined in the Contractor Responsibility Ordinance, comply with the requirements of the Pledge of Compliance and the requirement to notify the CITY within thirty calendar days after any government agency or court of competent jurisdiction has initiated an investigation or has found that the subcontractor has violated Section 10.40.3(a) of the Contractor Responsibility Ordinance in performance of the subcontract.
PSC-34. MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM
CONTRACTOR agrees and obligates itself to utilize the services of Minority, Women and Other Business Enterprise firms on a level so designated in its proposal, if any. CONTRACTOR certifies that it has complied with Mayoral Directive 2001-26 regarding the Outreach Program for Personal Services Contracts Greater than $100,000, if applicable. CONTRACTOR shall not change any of these designated subcontractors, nor shall CONTRACTOR reduce their level of effort, without prior written approval of the CITY, provided that such approval shall not be unreasonably withheld.
PSC-35. EQUAL BENEFITS ORDINANCE
Unless otherwise exempt, this Contract is subject to the provisions of the Equal Benefits Ordinance (EBO), Section 10.8.2.1 of the Los Angeles Administrative Code, as amended from time to time.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 18
FINANCEI/A, Appendix A
A. During the performance of the Contract, CONTRACTOR certifies and represents that CONTRACTOR will comply with the EBO.
B. The failure of CONTRACTOR to comply with the EBO will be deemed to be a material breach of this Contract by the CITY.
C. If CONTRACTOR fails to comply with the EBO the CITY may cancel, terminate or suspend this Contract, in whole or in part, and all monies due or to become due under this Contract may be retained by the CITY. The CITY may also pursue any and all other remedies at law or in equity for any breach.
D. Failure to comply with the EBO may be used as evidence against CONTRACTOR in actions taken pursuant to the provisions of Los Angeles Administrative Code Section 10.40 et seq., Contractor Responsibility Ordinance.
E. If the CITY'S Designated Administrative Agency determines that a CONTRACTOR has set up or used its contracting entity for the purpose of evading the intent of the EBO, the CITY may terminate the Contract. Violation of this provision may be used as evidence against CONTRACTOR in actions taken pursuant to the provisions of Los Angeles Administrative Code Section 10.40 et seq., Contractor Responsibility Ordinance.
CONTRACTOR shall post the following statement in conspicuous places at its place of business available to employees and applicants for employment:
"During the performance of a Contract with the City of Los Angeles, the Contractor will provide equal benefits to its employees with spouses and its employees with domestic partners. Additional information about the City of Los Angeles' Equal Benefits Ordinance may be obtained from the Department of Public Works, Office of Contract Compliance at (213) 847-1922."
PSC-36. SLAVERY DISCLOSURE ORDINANCE
Unless otherwise exempt, this Contract is subject to the Slavery Disclosure Ordinance, Section 10.41 of the Los Angeles Administrative Code, as amended from time to time. CONTRACTOR certifies that it has complied with the applicable provisions of the Slavery Disclosure Ordinance. Failure to fully and accurately complete the affidavit may result in termination of this Contract.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 19
FINANCEJA, Appendix A Form Gen. 133 (Rev. 3/09)
EXHIBIT 1
INSURANCE CONTRACTUAL REQUIREMENTS
CONTACT For additional information about compliance with City Insurance and Bond requirements, contact the Office of the City Administrative Officer, Risk Management at (213) 978-RISK (7475) or go online at www.lacitv.orq/cao/risk. The City approved Bond Assistance Program is available for those contractors who are unable to obtain the City-required performance bonds. A City approved insurance program may be available as a low cost alternative for contractors who are unable to obtain City-required insurance.
CONTRACTUAL REQUIREMENTS
CONTRACTOR AGREES THAT:
1. Additional Insured/Loss Payee. The CITY must be included as an Additional Insured in applicable liability policies to cover the CITY'S liability arising out of the acts or omissions of the named insured. The CITY is to be named as an Additional Named Insured and a Loss Payee As Its Interests May Appear in property insurance in which the CITY has an interest, e.g., as a lien holder.
2. Notice of Cancellation. All required insurance will be maintained in full force for the duration of its business with the CITY. By ordinance, all required insurance must provide at least thirty (30) days' prior written notice (ten (10) days for non-payment of premium) directly to the CITY if your insurance company elects to cancel or materially reduce coverage or limits prior to the policy expiration date, for any reason except impairment of an aggregate limit due to prior claims.
3. Primary Coverage. CONTRACTOR will provide coverage that is primary with respect to any insurance or self-insurance of the CITY. The CITY'S program shall be excess of this insurance and non-contributing.
4. Modification of Coverage. The CITY reserves the right at any time during the term of this Contract to change the amounts and types of insurance required hereunder by giving CONTRACTOR ninety (90) days' advance written notice of such change. If such change should result in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additional compensation proportional to the increased benefit to the CITY.
5. Failure to Procure Insurance. All required insurance must be submitted and approved by the Office of the City Administrative Officer, Risk Management prior to the inception of any operations by CONTRACTOR.
CONTRACTOR'S failure to procure or maintain required insurance or a self-insurance program during the entire term of this Contract shall constitute a material breach of this Contract under which the CITY may immediately suspend or terminate this Contract or, at its discretion, procure or renew such insurance to protect the CITY'S interests and pay any and all premiums in connection therewith and recover all monies so paid from CONTRACTOR.
6. Workers' Compensation. By signing this Contract, CONTRACTOR hereby certifies that it is aware of the provisions of Section 3700 et seq., of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 20
FINANCE•Wt" Appendix A Form Gen. 133 (Rev. 3/09) self-insurance in accordance with the provisions of that Code, and that it will comply with such provisions at all time during the performance of the work pursuant to this Contract.
7. California Licensee. All insurance must be provided by an insurer admitted to do business in California or written through a California-licensed surplus lines broker or through an insurer otherwise acceptable to the CITY. Non-admitted coverage must contain a Service of Suit clause in which the underwriters agree to submit as necessary to the jurisdiction of a California court in the event of a coverage dispute. Service of process for this purpose must be allowed upon an agent in California designated by the insurer or upon the California Insurance Commissioner.
8. Aggregate Limits/Impairment. If any of the required insurance coverages contain annual aggregate limits, CONTRACTOR must give the CITY written notice of any pending claim or lawsuit which will materially diminish the aggregate within thirty (30) days of knowledge of same. You must take appropriate steps to restore the impaired aggregates or provide replacement insurance protection within thirty (30) days of knowledge of same. The CITY has the option to specify the minimum acceptable aggregate limit for each line of coverage required. No substantial reductions in scope of coverage which may affect the CITY'S protection are allowed without the CITY'S prior written consent.
9. Commencement of Work. For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto taking any steps that can be considered to be in furtherance of or towards performance of this Contract. The requirements in this Section supersede all other sections and provisions of this Contract, including, but not limited to, PSC-4, to the extent that any other section or provision conflicts with or impairs the provisions of this Section.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 21
FINANCE Appendix A Form Gen. 146 (Rev. 3/09)
Exhibit 1 (Continued) Required Insurance and Minimum Limits
Acquia Inc. July 17, 2014 Name: Date: Converty LAFD Website to Modernize Content Management Platform & Hosted Environment Agreement/Reference: Evidence of coverages checked below, with the specified minimum limits, must be submitted and approved prior to occupancy/start of operations. Amounts shown are Combined Single Limits ("CSLs"). For Automobile Liability, split limits may be substituted for a CSL if the total per occurrence equals or exceeds the CSL amount.
X Workers' Compensation — Workers' Compensation (WC) and Employer's Liability (EL) WC Statutory EL $1,000,000 0 Waiver of Subrogation in favor of City 0 Longshore & Harbor Workers 0 Jones Act
X General Liability $1,000,000
0 Products/Completed Operations 0 Sexual Misconduct 0 Fire Legal Liability
Automobile Liability (for any and all vehicles used for this Contract, other than commuting to/from work)
X Professional Liability (Errors and Omissions) $1,000,000
Property Insurance (to cover replacement cost of building — as determined by insurance company)
0 All Risk Coverage 0 Boiler and Machinery 0 Flood 0 Builder's Risk 0 Earthquake 0
Pollution Liability
Surety Bonds — Performance and Payment (Labor and Materials) Bonds 100 % of Contract Price Crime Insurance
Other:
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 22 ACQUla ORDER 25 Corporate Drive Burlington, MA 01803
Client Information
Client Name City of Los Angeles Fire Department Contact Name Kurt Sato Client Address 200 North Main St. Phone (213) 978-3490 Room 1680 Email [email protected] Los Angeles, California 90012 United States Primary Technical Kurt Sato Contact Accounts Payable Kurt Sato Contact Primary Technical [email protected] Contact Email Accounts Payable [email protected] Email Primary Technical (213) 804-8425 Contact Phone Accounts Payable (213) 804-8425 Phone
Subscription Details
Initial Term (# of 36 Renewal Terms Will only auto-renew upon mutual agreement of months) the parties. The Subscription rates for renewal Invoicing Terms Annual in advance terms will not increase by more than the greater of CPI or five percent (5%) over the ACV. Effective Date Date last signed below
Total Sales Total Annual Product Product Description Quantity Price Price Contract Value
HA web & database (2 AC Instance Gen2 Large: 6.5 ACU, 7.5 GB); AC Cluster Gen2 USD USD Shared load balancer; Dedicated dev/staging (1 Gen2 Large CPU+: 7 1.00 5,627.00 Medium 5,627.00 5,627.00' ACU; 3.75 GB)
Annual subscription including use of Continuous Delivery Cloud and Acquia Cloud Insight tools; 10 code bases; Premium RA; 60 Drupal tickets; 12 USD USD 1.001 47,130.000,000.005 Enterprise: Premium Advisory hours; 10M Search queries; 250K Search docs; Mollom 47,130.00 Developer; 5 Drupalize.me seats; 5 Build-a-Module seats
Acquia Cloud Enterprise - HA Highly-available storage and disaster recovery system for your Drupal USD USD Database Storage & assets, including HA DB storage for resiliency, snapshots, monitoring 1.00 1,200.00 1,200.00 1,200.00 Disaster Recovery (100 and alerting GB)
Acquia Cloud Enterprise - HA File Highly-available storage and disaster recovery system for your Drupal USD USD System Storage & assets, including HA DB storage for resiliency, snapshots, monitoring 1.00 1,200.00 1,200.00 1,200.00 Disaster Recovery (100 and alerting GB)
Total USD 55,157.00 Total for Year Two USD 55,157.00 Total for Year Three USD 55,157.00
OFFER VALID UNTIL: ACQUla ORDER 25 Corporate Drive Burlington, MA 01803
Order Total USD 165,471.00
COVERED SITES ("WEBSITE(S)")
Site Marne (Docroot name.) Site URL Drupal Version Site Parameters for Website
*Docroot names must be between 4-12 characters, alphanumeric (a-z, 0-9; lowercase only, special characters are not supported), and numeric character cannot be the first character. If Docroot name is not provided, Acquia will choose one on behalf of Client.
Infrastructure Questionnaire
Acquia has recommended the server sizes listed above based on the DATA CENTER LOCATION. Acquia will host the Website(s) from a information provided by Client to Acquia in the Acquia Infratructure datacenter indicated below. Questionnaire, as is listed below. Hosting Location US - West Primary Site URL http://www.lafd.org Contact Kurt Sato Other Sites None at this time. Possible second environment Custom Networking 1 for our intranet site Non-Drupal code 1 Aggregate 200,000 Pageviews Non-Drupal Possible future needs are: News Blast and Software Whitelist e-mail, internal intranet needs. Percent 10 Requirements Authenticated External integrationsNO - Phase I Docroots 1 YES - Phase II Node Count 1,000 External Auth LDAP Database Size 100 Current Hosting N/A Disk Space 50 Additional Customer LAFD is working with Lightray Required to replace our Notes existing LAFD.org website and internal intranet PHP Memory Usage256 site. Drupal Version 7 We want to note the need for two Bandwidth (GB per 10 staging servers (one for development month) and the other for content creation/ADA testing) SSL 1 Memcache 2111 Question, please contact: Required Kurt Sato [email protected] Kevin Goldberg [email protected] Launch Timeframe Immediate Launch Date August 15, 2014 to have soft launch
This Order shall be governed by the Acquia Subscription and Services Agreement dated (the "Master Agreement").
Each of the parties has caused this Order to be executed on its behalf by its duly authorized representatives and agrees that an electronic
OFFER VALID UNTIL:
-at 0 ,1 7/1AA ACQUla ORDER 25 Corporate Drive Burlington, MA 01803
signature constitutes a valid signature for such party.
ACQUIA CLIENT
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OFFER VALID UNTIL:
I A APPENDIX C ACQUI a
ACM MA PRODUCTS & SERVICES GUIDE
f:CIU DREAM FT, DRUPA' IT, ACQU1 a
The terms of this Acquia Product & Services Guide ("Guide) is incorporated into the Master Services Agreement between Client and Acquia. Acquia may change the Guide at any time at its discretion, however, any changes will not result in a reduction in the level of services provided during the period for which fees for Client's applicable Subscription have been paid.
TABLE OF CONTENTS
ACQUIA SUPPORT SERVICES 3
Diagnosis Support 3 Advisory Support 4 Additional Site Factory Platform Support for Site Factory Subscriptions..... 4 Technical Account Manager 4 Software Assurances 5 LSD Associate Membership 6 Remote Site Administration 6 Acquia Network Services 7 Support Request Procedures 8 Service Level Agreement for Support Subscriptions 9 Cooperation and Access 10
ACQU1A WEBS1TE HOSTING SERVICES 11 Acquia Cloud Hosting Services 11 Acquia Cloud Enterprise Hosting Services 11 Acquia Cloud Site Factory Services 14
ADDITIONAL SERVICES 16 Mollom 16 VPN 17 LDAP 17 Multi-Region Replication with Failover 17
DEFINITIONS 18
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Acquia Support Services
Acquia offers three levels of support subscriptions: Pro Plus, Enterprise, and Elite. Acquia will provide the level of support for the Subscription service specified in Client's Order. Unless otherwise provided herein, all support subscriptions include the following services:
1. DIAGNOSIS . SUPPORT. Diagnosis support entitles Client to engage Acquia in the diagnosis of Drupal functionality issues during the development or operation of Client's Website(s). Acquia will identify and diagnose the root cause of a reported issue and provide Client with recommendations for repair to be implemented by Client.
1.1. Diagnosis Support for Pro Plus, Enterprise, and Elite Support Subscriptions: Out of Scope, Diagnosis support does not include, diagnosis and In Scope. Diagnosis support includes support issues with: tuning of non-Drupal software and infrastructure not hosted by Acquia without limitation, issues with the following technologies: • Drupel core, contributed and custom modules • CiviCRM • Drupal contributed and custom themes • Shibboleth • Website(s) configuration and usage tasks; • Moodle • Drupel modules or themes not interacting as • Magento expected • Wordpress • Website(s) not operating as expected within its • Disqus environment • piwik • Git • vBulletin • Apache Subversion (SVN) • phpBB • SAML (if included on Client's Order) • phpmyadmin • PDF generation modules that require compiled libraries Acquia supports the current version of Drupal (N) and the • Home grown (non-Drupal) modules constantly running ingestion immediate preceding major version N-1. Acquia will provide scripts and or search indexing scripts Clients with a minimum of 12 months notice prior to sunsetting . Applications that require compiled standalone libraries (not php support of an N-2 version. extensions) • Version control applications that are not Git or SVN
12, Diagnosis Support for Site Factory Enterprise and Site Factory Elite Support Subscriptions:
In Scope. Diagnosis support includes support issues with: Out of Scope. Diagnosis support does not include, without limitation, issues with the following technologies: SaaS, SaaS+ and PaaS Tier Subscriptions: • Site Factory Platform administration features and configuration • Website(s) configuration and theming through Site • CiviCRM Factory Platform Drupal Instance • Disqus • Website(s) not operating as expected within its • Magento environment • Moodle SaaS+ Tier: Subscriptions: • phpBB • Site Factory Drupal Modules added to Site Factory . phpMyAdmin Client Drupal Instance as part of an Acquia . piwik Professional Services engagement • Shibboleth • Website(s) configuration and theming through Site • vBulletin Factory Client Drupal Instance • PDF generation modules that require compiled libraries PaaS Tier Subscriptions: • Custom (non-Drupal) modules constantly running ingestion • Site Factory Drupal Modules scripts and or search indexing scripts • Site Factory Drupal Modules or themes not interacting • Version control applications that are not Git as expected • WordPress • Site Factory Platform Version Control
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1.3 Diagnosis Limitations. Client customizations to Drupal core files may limit Acquia's ability to diagnosis issues. Acquia may recommend or require such modifications be removed in favor of alternate solutions using standard Drupei core and contributed modules, or by using other standard, published core patches. Furthermore, diagnosis support may not be possible with modified Drupei core, certain integrations or custom modules. Diagnosis support does not include assistance with the installation, configuration, maintenance or troubleshooting of other applications which Client has installed on its Website(s). Acquia reserves the right to disable any non-supported applications where necessary to troubleshoot Drupe' issues. Acquia may require Client to upgrade to a later or more stable release of a Drupei module or component before continuing with the diagnosis of an issue. Acquia may require the substitution of a Drupei module or modules for similar suitable module(s) for Client to repair an issue. Substitutions may be recommended by Acquia but are made at the sole discretion of Client. 1.4 Support Requests. Elite and Enterprise support Subscriptions, including Site Factory Enterprise and Site Factory Elite subscriptions, allow Clients to submit an unlimited number of support requests to Acquia via the processes described below for the Websites listed on Client's Order. Pro Plus Subscriptions allow Clients to submit the number of support requests specified on Client's Order.
2. ADVISORY SUPPORT.
2_1 Advisory Support for Pro Plus, Enterprise and Site Factory Subscriptions. Advisory support entitles Clients to engage Acquia in discussions on best practices for generic topics including security, migration, performance tuning, module development, and architecture and use of the Site Factory Platform (for Site Factory subscriptions only). Advisory support is limited to existing knowledge that can be transferred during a live conversation or via email and possibly supported by existing documentation. Website specific research and/or creation of any new deliverable(s) are out of scope for advisory support. Advisory support does not generate any deliverables. Client is entitled to the number of advisory hours set forth on Client's Order.
Examples of advisory support topics may include:
• Security best practices • Performance best practices • Module selection advice • Architecture best practices • Migration best practices • Module development best practices
3. ADDITIONAL SITE FACTORY PLATFORM SUPPORT FOR SITE FACTORY SUBSCRIPTIONS.
3.1 In addition to diagnosis and advisory support, Site Factory Support Subscriptions include the following Site Factory Platform support services: • Feature and maintenance updates, fixes, security alerts and critical updates to the Site Factory Platform. • How-to and technical assistance on use of the Site Factory Platform, including: o Client access to the Site Factory Platform o Client management of sites and users through Site Factory Platform Dashboard o Client configuration, customization through client-side code and theming of Website(s) through the Site Factory Platform Drupe! Instance
• Additional services for SaaS+ Tier Subscriptions only: o Fixes, security alerts and critical updates to Site Factory Drupal Modules certified by Acquia o Client configuration, customization through client-side code and theming of Website(s) through Site Factory Client Drupe! Instance
• Additional services for PaaS Tier Subscriptions only: o Client version control of Site Factory Drupe! Modules and Site Factory Client Drupal Instance through Git o Client deployment of Site Factory Client Drupal Instance to staging and production environments
4. TECHNICAL ACCOUNT MANAGER. Subscriptions that include a TAM receive the services described in this Section. A TAM is a dedicated Technical Account Manager assigned to Client for the number of TAM advisory hours specified on Client's Order.
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4.1 In-scope Activities. The TAM will provide Clients with guidance, best practices, training, recommendations and/or consultation on the development, deployment or operation of Drupal, and for Site Factory Elite Subscriptions, the general creation, deployment, and operation of the Website(s) on the Site Factory Platform. Depending upon the nature of the request, these activities may be delivered by the TAM or by another Acquia resource under the guidance of the TAM. Examples of TAM advice and guidance include:
• Convey large-scale Drupal (or Site Factory for Site Factory Elite support subscriptions) best practices, or best practices, including mentoring for proper team composition, discovery, project planning, development techniques, integration, deployment and ongoing operations. • Mitigate risks of project planning, development, and deployment by acting as a central Drupel expert resource working with Client stakeholders and selected development partner(s). (Also applicable for Site Factory PaaS Tier) • Provide ad-hoc guidance during development and deployment including Drupal architecture, module selection, integration of Drupal APIs, performance tuning, scalability, security etc. (Also applicable for Site Factory PaaS Tier) • Develop deep understanding of application so Acquia can provide optimal support during development, deployment and operations. • Ongoing coordination of support for emergency tickets, break/fix, and general support needs.
For Site Factory SaaS and SaaS+ Tier Subscriptions: Provide best practices and ad-hoc guidance on use of the Site Factory Platform and Site Factory Platform Drupal Instance.
4.2 Out of Scope Activities. The TAM will not author and/or modify code (whether in Drupal or other languages) and/or provide guidance on any technologies outside of Drupal (or the Site Factory Platform for Site Factory subscriptions).
4.3 TAM Engagement Levels. Depending on the services ordered by Client included on its Order, the TAM will participate remotely in one standing check-in meeting with Client either daily, weekly, biweekly or monthly. In addition, with daily engagements, the TAM will participate in Client's daily stand-up meetings.
4.4 Monthly Updates. The TAM will provide Client with monthly reports on the health of the Website(s) and Site Factory Platform (for Site Factory subscriptions), a summary of all updates and patches performed during the month, a summary of the tickets addressed during the month and recommendations for improvement to Client's Website(s).
4.5 Quarterly Visits. Each quarter, the TAM will meet on-site with Client's business stakeholders. Topics for these meetings include discussing the current state of the relationship between Client and Acquia and activities and accomplishments to date. These meetings will also include a quarterly update and cover any specific outstanding issues, remedial plans, as well as any requested activities or assignments.
5. SOFTWARE ASSURANCES. If ordered by Client under an Elite Support, Acquia will provide the following activities as indicated on Client's Order:
5.1 Limited Assurance. Acquia will provide an assessment of one Website (one code base) to evaluate the site architecture and configuration against recognized best practices in areas such as architecture, development, performance, configuration management, and security. Following the review, Acquia will deliver a Site Assessment Report that includes an evaluation of the site's adherence to best practices and Acquia recommendations for improvement in each of the areas evaluated. In the event that the review uncovers issues, Acquia will propose recommendations to the development team to address these issues. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will provide a read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are clearly understood and prioritized appropriately.
5.2 Full Security Assurance. Acquia will provide an assessment to evaluate the security of the one Website (one code base) per quarter against recognized Drupal best practices. Acquia will work onsite or remotely with Client to review the Client's Website for adherence to recognized security best practices. Acquia identifies commonly exploited security holes and provides recommendations on how to close them before they can be used against the Website. At the conclusion of the review, Acquia will provide a site security assessment report with findings of the security review, along with recommendations for applying any improvements. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will provide a read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are clearly understood and prioritized appropriately.
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5.3 Full Performance Assurance. Acquia will audit one Website (one code base) per quarter for adherence to Drupel best practices for high performance. Acquia will provide an assessment to evaluate the site architecture and configuration against recognized best practices. In the event that the review uncovers issues, Acquia will propose recommendations to Client's development team to address these issues. At the conclusion of the review, Acquia will provide a performance assessment report with findings of the review, along with recommendations to further improve performance and scalability. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will provide a read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are clearly understood and prioritized appropriately.
6. LSD ASSOCIATE MEMBERSHIP. If ordered by Client under an Elite Support Subscription or Site Factory Elite Subscription and is included on Client's Order, Client will receive an associate membership in Acquia's LSD Program. The goal of the LSD Program is to build a community within the Drupal community by allowing large-scale Drupal users to collaborate. The LSD Program's purpose is to improve Drupel by leveraging economies of scale to address the toughest challenges with the Drupel platform and to drive long-term improvements while obtaining immediate benefits from best practices. An associate membership includes:
• Quarterly Member Meetings: Access for one Client representative to two quarterly LSD Member conferences. All Member meetings are held in ether North America or Europe and are typically co-located with larger Drupel events to foster community engagement. Industry experts and Drupal leadership are invited so speak on topics suggested by LSD Members. Client representatives must be at the director level or above and are decision makers with budget authority.
• Monthly Webinars: Access for five (5) Client attendees to the LSD monthly webinars during which Client attendees will have an opportunity to speak with Drupal leadership and subject matter experts. Webinars will also include product reviews of new and upcoming Drupal features.
As a LSD associate member, Client agrees that information shared at LSD meetings will be considered confidential information governed by the confidentiality provisions included in the Master Services Agreement. Client also agrees not to actively solicit for employment other LSD members' representatives.
7. REMOTE SITE ADMINISTRATION. Remote site administration services are included in Elite and Enterprises Support Subscriptions and Site Factory PaaS Tier Subscriptions and may be purchased as an add-on service to Pro Plus Support Subscriptions if indicated on Client's Order. Acquia's remote site administration ("RA") service provides for Acquia to handle typical and routine administration tasks by remote access and includes normal maintenance tasks and minor Website modifications that would typically be handled by an on-site administrator for a fully designed and operating website. Requests are submitted to Acquia in the manner set forth in Section 9. Acquia will perform RA services from its own premises using remote electronic access to Client's systems and accounts. Client will provide Acquia with administrative level access to all non-production systems and accounts required to perform the RA tasks. Client agrees to properly protect systems and electronic files unrelated to the performance of Acquia's tasks by using different administrative accounts having different passwords and other security measures as needed to limit the access of Acquia's remote administrator to just the systems required to perform the services. RA services are provided for the Website(s) and major Drupal version(s) listed on Client's Order. Website modification tasks are limited to those that may be accomplished within the Average RA Service Hours. Website modification tasks include making minor and occasional functionality adjustments typically needed for an operating site. Site modification tasks outside this scope of services need to be handled by Client, through Acquia's Professional Services at additional cost, or through a third-party. Acquia will perform services for Client's Website(s) running on the Client system architecture. Acquia requires access to one or more development/testing servers to facilitate the testing and deployment of updates in connection with this service. Acquia will assist with configuring three OA/development/test servers to support the test and deployment process using a code repository and revision control. Client's understands that the Website(s) include various interoperating technology components, including but not limited to an operating system, database, web server, Drupel core modules, and customized Drupe! extensions. It is also understood by Client that in performing the services, and specifically providing Drupel and website administration, updates, patches, changes and improvements to any one of the components may affect the operation of any or all of the other components. When such an event occurs, Acquia will utilize the most recent backups of the Website(s) to restore the Website(s) to a prior version. Client is entitled to a maximum of ten (10) RA services hours per month per Subscription. RA Service hours greater than the maximum may result in a fee adjustment. 6 ©2013 Acquia, Inc. AU Rights Reserved. v112013 ACM.)is
7.1 In-Scope Activities. The types of Drupel administration tasks that are typically within the scope of RA services are: • Security updates for Drupel core and Client modules o Module installation and configuration o Module feature updates on request o Creation and modification of views and content types o Performance tuning as can be done via the user interface (UI) o Implementation of version control o Recommendations for bug fixes to modules installed on Client's Website(s)
Client is responsible for performing all quality assurance testing and making the decision to move changes to Client's production environment.
7.2 Out of Scope Activities. Certain website maintenance activities required to properly maintain a fully functioning website are not within the scope of RA services and must be handled by Client. Client may engage Acquia's Professional Services group at additional cost to perform website maintenance tasks not covered by RA services. Acquia does not currently support RA for Microsoft Windows-based environments. These tasks include but are not limited to: • Major version upgrades of Drupel or modules • Major version upgrades of Views, CCK, or other modules • Custom module or theme development • Significant changes to the design or architecture of the Website(s) • Building a new website • Data migration from other websites, systems, or versions of Drupel to the Website(s) • In-depth performance or security analysis • Content management, creation, or translation • Graphic design • Usability or accessibility testing • Site load testing if expressly included in Client's Order Acquia will not configure, diagnose, administer or repair: • DNS or domains names • Non-Acqula cloud hardware • Software not directly related to running Drupal • Integrations — (will diagnose up to the Drupel integration point)
8. ACQUIA NETWORK SERVICES. Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS Subscriptions include access to the Acquia Network, which includes the Acquia Library, Acquia Tools and Third Party Services. 8.1 Acquia Toots. As part of each Support Subscription, Acqula provides Client access to the Acquia Tools. The Acquia Tools are subject to change during the Term without notice to Client. Certain of the Acquia Tools include Publicly Available Software. Client acknowledges that Publicly Available Software is licensed to Client under the existing terms of such license(s). Subject to Client's compliance with these terms and conditions and the Master Services Agreement, Acqula hereby grants to Client a non-exclusive, non-transferable, revocable license for Client and its Users to access and use the Acqula Toots solely for purposes of utilizing the Services. This license is restricted to use by Client and its Users and does not include the right to permit any non-User to access or use the Acquia Tools. All rights not expressly granted to Client are reserved by Acquia and its licensors. There are no implied rights.
8.2 Acqula Search Limits. Client's use of Acquia Search is limited as set forth in the table below. Client's use of Acquia Search beyond stated subscription limits will incur additional charges. When using Acqula Search, Client may not place excessive burdens on Acquia's CPUs, servers or other resources, including customer support services. Client understands that bandwidth connection speeds and other similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers or use that exceeds the use by similarly situated customers may result in (a) Acquia's need to place restrictions on Client's use of the Services, and/or (b) Client being moved to a dedicated server for Acquia Search at Client's expense.
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_ :re Search Queries! 1,000,000 10,000,000 50,000,000 per Term Total Disk Space 1,500 2,500 MB 5,000 MB Documents 150,000 250,000 500,000
8.3 Third Party Services. As part of Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS Tier Subscriptions, Acquia provides Client access to Third Party Services. Client may opt to use any, all or none of such Third Party Services at its sole discretion. Use of Third Party services is optional and does not affect, in any way, Acquia's ability to provide support services o Client in accordance Client's use of any Third Party Services is subject to such provider's license, terms and conditions and any such licenses, terms, conditions, representations and/or warranties associated with such use, are solely between Client and such third party provider. Acquia makes no representation or warranty with regard to any Third Party Service even if such provider is certified by Acquia or identified as a select or premier Acquia partner (or similar designation) and Acquia will not be responsible to Client in any manner for any Third Party Service. Acquia does not provide any support for Third Party Services. Third Party Services are not considered part of Acquia's services.
9. SUPPORT REQUEST PROCEDURES.
9.1 Non-Critical Requests. Support for Non-Critical requests is available during Acquia business hours (noted below) through the support request and management tools made available to Client by either:
o Online Ticket: Client will make requests of Acquia support through Acquia's online ticket management system accessible via the Acquia Network on acquia.com. o Phone: Monday — Friday (determined by Client's address) 888-922-7842 or 978-296-5250 (Americas) 8AM-8PM Eastern Time (44) 1865 520 011 (Europe) 8AM-6PM Central European Time (61) 284 168 021 (APAC) 8AM-6PM Australian Eastern Time There are no business hours during Acquia and public holidays in the applicable region. Acquia holidays can be found at http://forums.acquia.com/holidays. • When submitting a ticket, Client will provide a description of the issue or request, a description of the mission impact, and designate the level of urgency of the request as Critical, High, Medium, or Low pursuant to the urgency categories set forth in Section 10 below. o Acquia will evaluate the request and provide an initial response within the time determined pursuant to Section 10.2. o Client will work with Acquia to provide additional information about Website functionality and related applications as needed to diagnose and resolve the issue. o Acquia will track progress notes and related communications in the online ticket system through resolution of the issue or request. o Acquia will contact Client by phone or via the online ticket system to confirm details and initiate diagnosis. o If Client makes a request by phone, Acquia will open a ticket on Client's behalf for tracking the issue through resolution. 9.2 Critical Requests. Support for Critical requests is available 24x7x365. Reporting by either online ticket or via phone will automatically initiate Acquia's emergency response by notifying on-call support staff and support management.
o Online Ticket: Tickets designated with Critical urgency will initiate internal alerts and designate the request for a priority response.
o Phone: When filing a Critical request via phone, press 6 from the main menu. This is a silent option not listed In the voice prompt. Client will be directed to the Critical Support voicemail. Client will leave a message with the name and phone
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number of the technical contact to be contacted, Website name, and a description of the issue. Also include a clear description of the symptoms and any actions taken which may be related to the cause or attempted remedies.
o Acquia's on-call staff will take the following actions: o Contact the Client reporting the issue or as otherwise designated. o Issue regular Client and internal updates until resolution. o Initiate technical and management escalations as described below in Section 10.3 if progress is blocked.
10. SERVICE LEVEL AGREEMENT FOR SUPPORT SUBSCRIPTIONS
10.1 Request Urgency
Client will submit support ticket requests using the level of urgency based on the criteria set forth below. If Acquia believes in good faith that Client has submitted a ticket under the wrong urgency category, Acquia will contact Client and the parties will mutually agree on the level of urgency for such ticket.
Urgency Description Issues that directly impact launch of Website or the production Website is inoperative; or Critical Client's business operations or productivity are severely impacted with no available workaround; or is critical security issue. Website is operating but issue is causing disruption of business operations; High significant Client's workaround is inadequate. Website is operating and issue's impact on the Client's business operations is moderate to low; Medium a workaround or alternative is available. Issue is a minor inconvenience and does not impact business operations in any significant way; Low issues with little or no time sensitivity.
10.2 Maximum Initial Response Time
Acquia's initial response time for requests depends on the urgency of the request and the level of support. Most typical or routine requests are identified as "Medium" urgency. Acquia will respond to Client support ticket requests within the time periods set forth below:
Pro Plus Support Enterprise and Site Factory Elite and Site Factory Elite Maximum Initial Enterprise Maximum initial Maximum Initial Response Urgency Response Time Response Time Time Critical 1 hour 1 hour 30 minutes High 2 hours 2 hour 1 hour Medium 4 hours 4 hours 2 hours Low 1 business day 1 business day 1 business day
10.3 Resolution and Escalation Procedures In response to Client's request for support, Acquia will work diligently to develop a fix or a workaround in the most expedient manner reasonably possible, and will work continuously on all Critical issues until such fix or workaround is in place. If at any time Client is not satisfied with the current plan of action for an active issue, Client may request that it be escalated to Acquia management directly through your Acquia Support point of contact. Client may also request to review the matter with an Acquia Support manager. The following actions take place when Client escalates an issue: 1. The Acquia Support Leadership team is notified of the situation, and when appropriate, the Client's Account Manager is notified as well.
9 v112013 ACQUI CI 2. A review of Client's business needs and technical case is conducted and an action plan is formulated with the goal of driving your issue to the most rapid resolution possible. 3. Communication of the action plan is discussed with the Client, including deliverables and, if appropriate, timelines. 4. If the communication is not acceptable the Client may request to speak with the next level of management: First Level: Regional Manager Second Level: Director, Acquia Support Third Level: Managing Director, Global Support Fourth Level: VP Customer Solutions All tickets that are submitted as "Critical' automatically copy the Acquia Support Leadership team. This helps ensure that these situations receive management attention immediately. 10.4 Request Submission and Fulfillment Procedures. The Primary Client Technical Contact will submit up to six (6) names of authorized Client Technical Contacts to Acquia. The Primary Client Technical Contact may change its Client Technical Contacts (but not the number) by providing written notice to Acquia. Primary Technical Contacts must be able to provide Acquia with information required to complete issue diagnostics and instruct the implementation of Acquia's recommendations. Only authorized Client Technical Contacts may place a services request with Acquia. All requests will be submitted via phone or the online tickets system to Acquia. All authorized contacts must be capable of providing Acquia with information required to complete issue diagnostics and able to implement recommended actions. Phone conversations to discuss or clarify requests for anything beyond simple, straightforward changes are accepted and encouraged. Decisions and requests made by phone will be confirmed by email or website tickets before action is taken to ensure clarity and proper authorization of the request. Acquia will use reasonable efforts to promptly inform Client if any Client request requires work beyond the scope of these terms. Completed requests will be confirmed with the Client by website ticket. Where applicable, Client will make all relevant Website content and application data available in electronic form and on an agreed-to schedule as required by Acquia to complete requested work in a timely fashion. Client will inform Acquia of any changes made independently by the Client to the Website(s), or to any component on which the Website(s) depends, upon completion of such changes. Client retains responsibility for maintaining any infrastructure no hosted by Acquia. 11. COOPERATION AND ACCESS. Client agrees to cooperate, as set forth in each Order or SOW, with Acquia to the extent necessary for Acquia to perform the Services. Client shall provide Acquia with access to Client's personnel listed on each Order or SOW (as applicable). Any delays resulting from Client's failure to perform or fulfill its responsibilities (such as not having systems ready or failing to provide necessary data) will not affect the term of the applicable Services or the payment schedule. 10 0?013 Acquia, Inc. All Rights Reserved. v112013 Acou a ACQUIA WEBSITE HOSTING SERVICES 1. ACQUIA CLOUD HOSTING SERVICES Acquia will host and maintain Client's Website (s) on Acquia's Cloud hosting environment during the Term as more fully described at http://www.acquia.com/sites/clefault/files/collateral/cloud-ploduct-sheet,pdf. Client is entitled to up to six (6) Users. Acquia conducts daily backups of the Website(s). Clients with Pro Plus, Enterprise and Elite support subscriptions may also process on-demand backups and restores. 2. ACQUIA CLOUD ENTERPRISE HOSTING SERVICES 2.1 Acquia will host and maintain Client's Website(s) on Acquia's Cloud hosting environment during the Term. Acquia will use commercially reasonable efforts to prevent unauthorized access to the servers hosting Client's Website(s) and will promptly notify Client of any known security breaches. Client may submit an unlimited number of support requests related to Acquia's hosting infrastructure via the processes described above in Section 9 of the Acquia Support Services section of this Guide and such tickets will not be counted towards Client's support ticket allotment as long as the root cause of such an Issue shows that the issue is due to Acquia's infrastructure and not Client's Website(s). 2.3 Acquia will work with Client to migrate the Website(s) onto the Acquia Cloud platform. Once migrated, Acquia will conduct a light infrastructure site audit to determine whether any issues with the Website may cause the launch to be unsuccessful. Following such audit, Acquia will disclose any launch blockers to Client. Client may either fix the launch blockers itself or engage Acquia at its standard professional services rates to fix the blockers. If Client determines not to correct any launch blockers identified by Acquia, any unavailability due to such launch blockers will not be counted when determining unavailability of the site pursuant to Section 2.7 below. 2.4 Acquia Cloud Enterprise Hosting includes the following web server administration tasks: o Review system logs to diagnosis issues or upon request o Adjustments to Apache, MySQL, and PHP configuration including • changes for service diagnostics, and deploy new sites/docroots • apache.conf changes (i.e. modify conf change docroot locations, and add new sites) • php.ini changes (i.e. bump memory limit or enable error logging) • my.cnf changes (i.e. enable slow query logs, modify slow query time) • updates or upgrades to Apache, PHP, databases or the operating system o LAMP stack changes pertaining to performance tuning o Installing or upgrading server applications 2.5 Backup and Disaster Recovery for Acquia Cloud Enterprise and Site Factory 2.5.1 Data Centers. Acquia Cloud Enterprise and the Site Factory Platform utilizes Amazon's AWS infrastructure, which is physically remote from Acquia office facilities. A disaster affecting one or more of Acquia's offices would not impact the availability of Client Websites or the security of Client data. Amazon's Web Services ("AWS") environment consists of major Regions and Availability Zones. AWS Availability Zones are separate yet interconnected data centers within major Regions in Amazon's global AWS infrastructure. Acquia Cloud Enterprise and the Site Factory Platform utilize a highly available redundant architecture which distributes replicated redundant server types (load balancing, caching, web and database servers) across multiple Availability Zones within the same Region. Acquia will use best efforts to restore the services in an alternate Availability Zone within the same Region (or alternate Region if multi-Region Failover service has been purchased) in the event service in Client's assigned Availability Zone (or Region) is severely impacted. 2.5.2 Backups. Acquia will maintain a comprehensive database backup solution which includes, without limitation, website code, static assets/files, and databases. Integrated backup facilities utilize Amazon's Elastic Block Store and Simple Storage Service. Acquia will automatically export MYSQL database one time per day and retain these backups for three days. Additionally, for Acquia Cloud Enterprise only, Client may make on-demand backups of any database at any time on the workflow tab of the Acquia Cloud U I, or via SSH/SCP. Acquia will retain these on-demand backups for Acquia Cloud Enterprise customers until Client chooses to delete them and such back up will count against the storage space of Client's account. Client may download these database backups as well as restore a previous 11 (02013 Acquia, Inc Ali Rights Reserved v112013 Acau a backup on the Backups tab of the Acquia Cloud UI. At the Drupal code layer, Client developed code may be managed and deployed by Client via Acquia's Subversion (SVN or Git) code repository service (only Git is applicable to Site Factory PaaS subscriptions). This service allows for roll back and re-deployment of Drupal code, effectively backing up the Drupel layer so that the site code may be re-deployed to a new web server instance as needed. In addition, Acquia conducts daily backups of Website(s) files and maintains a complete and current copy of each Website which will be used in the event the Website must be restored by Acquia due to failure of fault of the Service. These backups are performed as follows: daily over the previous week, weekly over the previous month, and monthly thereafter. 2.5.3 Disaster Recovery. Acquia Cloud Enterprise and the Site Factory Platform make internal disaster recovery snapshots of all Client data every hour and retains these snapshots on a diminishing schedule for three months. In the unlikely event of a total data center loss or a loss of multiple disk systems, these backups will be used to restore Client Website(s) at another location within the same Region. Acquia does not provide Client access to these backups and will not use these snapshots to restore sites due to data-loss or deletion by Client. 2.6 Server Capacity. 2.6.1 Emergency Capacity. Client agrees that should Acquia become aware that the third party servers assigned to Client's usage become overloaded due to greater than normal usage, Acquia will so notify Client and will take reasonable actions to increase the server capacity in an effort to maintain site performance. Client agrees that Acquia can unilaterally elect to add capacity up to three times the contracted capacity and that for Acquia Cloud Enterprise customers only, the excess capacity will remain provisioned for a minimum of five (5) calendar days. The For Acquia Cloud Enterprise subscriptions, such additional capacity will be billed at then current daily rates. For Site Factory subscriptions, additional capacity will be billed based on Acquia's current pricing per 1,000 page views per month set forth in Client's Order. Acquia will also make reasonable efforts to contact Client when it is determined a server upgrade is needed. Acquia reserves the right to not provision additional server capacity if it determines that additional capacity is unlikely to significantly improve performance, including, without limitation, when the overload is caused by an error in Client's software (e.g., PHP code), Client's configuration of the Site Factory Platform, Site Factory Platform Drupal instance, Client Drupal Instance or during a denial-of-service attack. Acquia reserves the right to bill Client for traffic associated with a denial-of-service attack. 2.6,2 Additional Capacity Requested by Acquia Cloud Enterprise Clients only. Clients may request Acquia to increase their server capacity at any time. Any Client requests for provisioning additional servers will be billed at the then current daily rates for a minimum of five (5) calendar days. If Client requests additional capacity for two consecutive months, such capacity will remain at such level unless Client requests otherwise in writing to Acquia. 2.6.3 Page View Tracking for Site Factory Subscriptions. Client agrees to allow Acquia to place a Googie Analytics tracking code (or a mutually agreed upon equivalent) on each page of Website(s) to track page views per month across all Website(s) for Site Factory Platform management and billing purposes. 2.7 Service Level Agreement for Acquia Cloud Enterprise and Site Factory Hosting Services 2.7.1 During the Term, subject to the terms and conditions below, Acquia will use commercially reasonable efforts to make Client's production Website(s) available for 99.95% of the time in any calendar month. Unavailability means that Acquia's web hosting service or the Site Factory Platform is unresponsive or responds with an error. Availability will be calculated per calendar month, as follows: [(total - nonexcluded - excluded '100 a 9995% total - excluded Where: • fotal means the total number of minutes for the calendar month • nonexcluded means downtime/unavailability that is not excluded • excluded means the following: o Any outages caused by a Force Majeure Event, network intrusions or denial of service attacks. o Any outages that result from any actions or inactions of Client or any third parties engaged by Client. 12 @2013 Acquia, Inc. Ali Rights Reserved. v112013 Acaui a o Any outages caused by programming errors in Client's Website(s), programming bugs in the third-party extensions/modules made available through the the Acquia Network or the Site Factory Platform, Drupal Modules with Site Factory PaaS Tier, missing Client Content, errors caused by Client code or Drupel configuration errors, or usage capacity in excess of the Client purchased amount. o Any outages lasting less than 1 minute but no more than 3 such outages in a 24 hour period. o Any outages related to emergency maintenance to Client's Website(s) (e.g., to install security fixes). o Any outages resulting from scheduled maintenance (typically 11pm to 7am at the datacenter location identified on Client's Order), if Acquia notified Client 48 hours prior to the commencement of the maintenance work (there will be no more than two (2) hours of scheduled maintenance downtime per calendar year). o Unavailability that relates to any malware, viruses, Trojan horses, spyware, worms or other malicious or harmful code in the Website that (i) was not introduced by Acquia or (2) was not introduced as a result of Acquia's failure to perform the Services in compliance with the standard included herein or in the Master Services Agreement. o Acts or omissions caused by Client's CDN. 2.7,2 In addition, unavailability of some specific features or functions within the Website while other features remain available will not constitute unavailability of the Website, so long as the unavailable features or functions are not, in the aggregate, material to the Website. 2.7.3 Should Acquia fail to meet 99.95% general availability of the Website for a calendar month, for each one-half hour of unavailability Client will receive a one day extension of their subscription. To properly claim an extension, Client must inform Acquia within fifteen (15) days of the purported outage and provide a full description of the Service interruption, including logs if applicable. 2.7.4 If Client has accumulated subscription extensions during two consecutive months or three months in any six month period, then Client may terminate the applicable Order upon seven (7) days advance written notice to Acquia. If Client has accumulated subscription extensions for two consecutive months or three months in any six month period, and Acquia's failure to meet the availability standards set forth above are directly attributable to flaws in Client's environment (including the underlying code) where, despite reasonable notification from Acquia that such flaws are adversely impacting availability, Client fails to correct such flaws, then Acquia may terminate the applicable Order upon 30 days written notice to Client. 2.7.5 The subscription extensions and termination rights set forth above will constitute Client's sole and exclusive remedy and Acquia's sole and exclusive liability for any failure to maintain the availability of the Website(s). 2.7.6 In the event of any outages described above, Acquia will use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Website in connection with outages, whether scheduled or not. Such efforts will include hosting instances in another Availability Zone if available. 2.8 Client Content 2.8.1 Client is solely responsible for all Client Content and Users use of the Client Content and the Website(s). Acquia does not guarantee the accuracy, integrity or quality of Client Content or source code of the Website(s). Client retains ownership of all right, title and interest in and to all Client Content. By using Acquia's services, Client approves of Acquia's right to access, retain, use and disclose Client Content solely for the purpose of providing Services hereunder. 2.8.2 Client has all necessary rights and authority in the Client Content to store and retrieve the Client Content. Client agrees not to use the Services in any manner other than as specified herein including not to store, transfer or distribute files for or on behalf of third parties or for any form of file sharing. 2.8.3 Client has all necessary rights in the Client Content to permit Client to use Acquia's services without infringing the rights of any copyright owners, violating any applicable laws or violating the terms of any license or agreement to which it is bound, 2.8.4 Client will not and will not permit its Users to (a) interfere or attempt to interfere with the proper working of the Services, the servers or any activity being conducted on the servers, (b) store or transmit infringing, libelous or otherwise unlawful or tortious material on the Website(s), or store or transmit material in violation of third-party privacy or intellectual property rights, (c) promote or facilitate any illegal activity on the Website(s), (d) interfere with or disrupt 13 ©2013 Acquia, Inc. Alt Rights Reserved. v112013 ACQUI the integrity or performance of the Services, or (e) use the Website(s) in any unlawful manner. Acquia, at its own discretion, may, upon written notice to Client, immediately suspend Client's access to Acquia's hosting services, without refund, if Acquia believes in its sole discretion that Client or any of its Users have violated any of the policies listed above or in Client's Order. If Client becomes aware of any violation of its obligations hereunder, Client will immediately terminate such User's access to the Website(s). If Acquia suspends Client's access to the Acquia services, (a) Client remains responsible for all subscription fees, (b) Client will not be entitled to any extension of their subscription pursuant to Section 2.7.3 above, (c) Acquia will not erase any Client Content as a result of the suspension except as may specified elsewhere in Client's Order. 2.8.5 Acquia is not responsible to Client for unauthorized access to Client's data or the unauthorized use of the Services unless the unauthorized access or use results from Acquia's failure to meet its obligations hereunder. Client is responsible for the use of the Services by its employees, consultants and any other person to whom Client has given access to the Services, and any person who gains access to Client's data or the Services as a result of Client's failure to use reasonable security precautions, even if such use was not authorized by Client. 2.8.6 During the Term, Client permits Acquia the right to publicly perform, publicly display and digitally perform the Client Content only on or in conjunction with the hosting of the Website(s) In accordance with the terms of the applicable Order. Client grants no rights other than expressly granted herein, and Acquia will not exceed the scope of its license hereunder. 2.8.7 Acquia Cloud. Client understands that load balancer machines provided in Acquia Cloud are shared between multiple clients. Client will not perform any load tests or load-inducing vulnerability tests on Client's live Website(s). 2.8.8 Acquia Cloud Enterprise. If Client is on shared development or staging environments, Client is aware that such environments are only for low impact testing and development activities. Should Client's use of the shared development or staging environment adversely impact server performance, Client will be required to move to a dedicated environment and will need to pay the associated server fees. Furthermore, Client will not perform any load tests or vulnerability tests on live Website(s) unless it has purchased dedicated servers and will provide Acquia at least five (5) business days advance notice of any such testing. 2.8.9 Acquia Cloud Enterprise. If Client regularly consumes (e.g., more than two times in any week) more than 20% of the shared server capacity (cpu, memory, disk, PHP processes) assigned to Client based on the information provided to Acquia on the Hosting Questionnaire included as part of Client's Order, Client understands that Acquia may provision additional capacity for Client and/or move Client to a dedicated server instance at Client's expense. 2.8.10 Site Factory. Client represents that it will not place excessive burdens on the Site Factory Platform's CPUs, servers or other resources, including customer support services. Client understands that bandwidth connection speeds and other similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers may result in Acquia's need to place restrictions on Client's use of the Site Factory Platform services. Client further agrees that Acquia may place restrictions on Client's use of the services, including support services, to the extent they exceed the use of these resources for similarly situated customers. 3. ACQUIA CLOUD SITE FACTORY SERVICES 3.1 Acquia will provide the Site Factory Platform to Client on Acquia's managed infrastructure. Acquia grants to Client a non- exclusive, non-transferable license to use the Site Factory Platform during the term set forth in the Order. Client understands that the Drupel code included in the Site Factory Platform is open source code and that the license granted to it hereunder is subject to the terms of the Drupal license terms under the relevant GPL license. Client further understands that certain portions of the Site Factory Platform, including ThemeBuilder, have not been released to the open source community and, therefore, Client is prohibited from distributing any portion of the Site Factory Platform to any third party. 3.2 Acquia will host and maintain Client's Website(s) migrated to and/or developed using the Site Factory Platform on the Site Factory Platform during the Term. Acquia will use commercially reasonable efforts to prevent unauthorized access to the servers hosting Client's Website(s) and will promptly notify Client of any known security breaches. 3.3 Site Factory SaaS Tier Subscriptions. Acquia will provide a turnkey website building and management system that is accessed through a browser-based user interface. SaaS Tier subscriptions allow Clients to (a) perform administrative actions such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, and (b) configure, customize through Client code, theme, and publish Website(s) within the Site Factory Platform Drupal Instance. Client cannot 14 ©2013 Acquia, Inc. All Rights Reserved. v112013 Acoui a customize the Site Factory Platform Drupal Instance through the addition of contributed or custom Site Factory Drupal Modules. 3.4 Site Factory SaaS+ Tier Subscriptions. Acquia will provide a turnkey website building and management system that is accessed through a browser-based user interface. SaaS+ Tier subscriptions allow Clients to (a) perform administrative actions such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, (b) configure, customize through Client code, theme, and publish Website(s) within a production environment through the Site Factory Platform Drupal Instance, and (c) request the deployment of Site Factory Drupal Modules to the Site Factory Platform Drupal Instance after such modules have been certified by Acquia through a separate Acquia professional services engagement. Acquia may deny the certification and deployment of Drupal Modules it feels will negatively affect its ability to deliver the Site Factory Platform to Client pursuant to Section 2.7. Acquia will update Certified Client Site Factory Drupal Modules and ensure that such Site Factory Drupal Modules are supported with updates to Client's SaaS+ Tier instance. 3.5 Site Factory PaaS Tier Subscriptions. Acquia will provide a website building and management system that is accessed through a browser-based user interface. Site Factory PaaS Tier subscriptions allow Client to (a) perform administrative actions such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, (b) configure, customize through Client code, theme, and publish Website(s) within a production environment through the Site Factory Platform Drupal Instance, and (c) customize the Site Factory Platform Drupal Instance through the addition of Site Factory Drupal Modules. Customization of Site Factory Platform Drupal Instance requires Client to merge the Site Factory Drupal Modules' code with the Site Factory Platform Drupal Instance code, resulting in a Site Factory Client Drupal Instance. Client is responsible for maintaining and testing the Site Factory Client Drupal Instance in the Site Factory Platform staging environment, and deploying Site Factory Client Drupal instance to Website(s) through the Platform. Acquia will Update Site Factory PaaS Tier. Client will Update and test Site Factory Drupal Modules, Site Factory Client Drupal Instance, and deploy subsequent versions of the Site Factory Client Drupal instance to Website(s). 15 Acquia, Inc. All Rights Reserved v112013 Acau a ADDITIONAL SERVICES If included on Client's Order, Acquia will provide the following services: 1, MOLLOM CONTENT MODERATION SERVICES 1.1 Client Website(s) using Mollom will send data they want checked to the Account, and Mollom replies with either a Spam, Ham or Unsure classification. Through the Account, Client will create an access key pair for each of the Client Websites. Client cannot use the same key pair for more than one Website. 1.2 CAPTCHA Service. Mollom includes a centralized CAPTCHA service that stops known spammers, Approved users are not required to solve a CAPTCHA. The CAPTCHA is invoked for three specific use cases: (i) upon user registration, when no content can be classified, (ii) when Mollom is unable to classify a user, and (iii) when a site owner using Mollom opts for more privacy, and Mollom isn't allowed to audit all content. Such events will prompt Client Websites to ask Mollom's CAPTCHA server for an audio or visual CAPTCHA challenge to present to the user. If the response is correct, the content will be accepted. Otherwise the post will be rejected. 1.3 Profanity Filter. Mollom uses text analytics to detect harmful content such as profanity and other spam-related content. 1.4 Mollom Account Data. Mollom stores User Data in order to facilitate the improvement of Mollom. With respect to the processing of User Data, Client will be considered a "controller" and Acquia will be considered a "processor" as defined in the Data Protection Act. Acquia will not use any User Data it processes for purposes outside the scope of these terms. Upon termination of the Mollom subscription, Acquia will retain the right to use the User Data for the sole purpose of improving Mollom. 1.5 Mollom Service Levels. 1.5.1 Acquia will use commercially reasonable efforts to ensure that Mollom is available to Client 99.9% of the time in any calendar month. Mollom Unavailability caused by the following are excluded from calculating the availability uptime: (i) factors outside of Acquia's reasonable control; (ii) outages from any actions or inactions of the Client or any third parties engaged by Client; (iii) outages caused by programming errors in Client's Website(s) or by programming bugs in the third-party extensions/modules; (iv) outages caused by the fact that Client's Website(s) did not implement Acquia's client-side load balancing mechanism as specified in the Mollom Client API; (v) outages that are not reported within five (5) days; and (vi) outages from Acquia scheduled maintenance of Mollom where Acquia did notify Client at least three (3) days prior to the commencement of the maintenance work (there will be no more than two (2) hours of scheduled maintenance downtime of Mollom per calendar year). 1.5.2 Should Acquia fail to meet 99.9% general availability of Mollom for a calendar month, for each one-half hour of unavailability Client will receive a one day extension of its Mollom subscription. To properly claim an extension, Client must inform Acquia within fifteen (15) days of the purported outage and provide a full description of the Mollom interruption, including logs if applicable. If Client has accumulated subscription extensions during two consecutive months or three months in any six month period, then Client may terminate the Mollom portion of its Subscription upon seven (7) days advance written notice to Acquia. 1.6 Client Obligations. 1.6.1 In order to use Mollom, Client must create a Mollom account on the mollom.com website in order to receive a username and password. Client will only provide true and accurate information for its Mollom account and will promptly update such information as necessary. Through the Account, Client will create an access key pair for each of the Client Websites. Client will not use the same key pair for more than one Website, 1.6.2 By using Mollom, Client is agreeing to comply with the Mollom Usage Guidelines. 1.6.3 Client is responsible to inform its Website visitors, and to obtain appropriate consent from them, to allow Acquia to process the User Data for anti-spam purpose, as described in these terms. Client will at least publish a message that informs visitors that "by posting a message, you accept that your message and other personal details about you will be analyzed and stored for anti-spam and quality monitoring purposes, in accordance with the Mollom privacy policy, accompanied by a link to either the Mollom privacy policy (or to its own privacy policy that informs the website visitors about the privacy aspects of Mollom). 16 @2013 Acquia, Inc, Air Rights Reservad. vi 12013 ACCIUI CI 2. VPN. Acquia provides a hosted VPN solution within Acquia Cloud Enterprise to enable a high availability, bi-directional IPSec LAN-to-LAN VPN connection to be established between the Acquia Cloud Enterprise infrastructure and the Client's private network. This connection will enable secure interaction between the Clients Web Site(s) and their internal IT systems, such as CRM, etc. The solution provided will be hosted on Amazon's EC2 cloud during the term of the applicable Order and will make use of CohesiveFT's VPN-Cubed Datacenter Connect solution. Set-up includes configuring the connection between Acquia Cloud and one customer- defined end point. Adding or changing end points during the life of the Subscription will require additional set-up, which will be billed to Client at $250Thour. 3. LDAP. Acquia works with Client to assure that the Drupal-based LDAP modules (i.e., OpenLDAP) are working properly, assists (if needed) with proper placement of the related files in your environment and provides advice regarding installation of the required Drupe! modules. This service does not include troubleshooting LDAP directories, configuration required to complete the connection with customer's LDAP directories or troubleshooting data issues related to non-Drupal modules. 4. MULTI-REGION REPLICATION WITH FAILOVER. This service is an extension of Acquia's Acquia Cloud Enterprise Service and is limited to one docroot. Fees for this service cover environment and application set up preparation, ongoing support and operational service, coordination and restoration of service during outages, and development on improving the service. Multi Region Failover requires Clients to utilize a third party CDN in order to achieve failover in the event of primary Region loss. Client is responsible for performing the failover upon Acquia recommendation during a Region outage. Client may be required to implement Acquia recommended application changes to ensure optimal Multi Region Service and support. Client must provide Acquia with at least five (5) business days advance notice before electing to add an additional docroot to this service. 17 @2013 Acquia, Inc. Ail Rights Reserved. vi12013 Acauua DEFINITIONS Any terms used in this Guide but not defined here will have the meaning ascribed to such term in the Master Services Agreement between Acquia and Client. 1. "Acquia Insight.' means the Drupal diagnostic tool created by Acquia and included as part the Acquia Network that provides real time scoring and feedback based on a Drupal sites performance, security and best practices. 2. "Acquia Library" means the product documentation located at https://docs.acquia.com/ 3. "Acquia Network" means the Acquia service that provides access to a suite of answers, forums, tools and support services for Drupal websites, as well as Drupal-optimized cloud hosting platform. 4. "Acquia Search" means the fully managed SaaS search offering created by Acquia and included as part of the Acquia Network that integrates with Drupal applications built on the Apache Solr search engine. 5. "Acquia Tools" means Acquia's proprietary website management tools identified on Acquia's website at http://acquia.com/xoducts-services/acquia-network and includes, without limitation, Acquia Search, Acquia SE0 Grader, Acquia Insight and Mollom Developer. 6. "Apache" means the freely available web server that is distributed under an open source license. 7. "Availability Zones" means the distinct physical locations that house the AWS data centers and which are engineered to be insulated from failures in other Availability Zones and provide low latency network connectivity to other Availability Zones in the same Region. 8. "AWS° means Amazon web services. 9. "CAPTCHA" stands for "Completely Automated Public Turing test to tell Computers and Humans Apart." It is a type of challenge- response test used to determine whether a user is human. This is done by asking a user to solve a challenge that is hard for computers, but relatively easy for human beings. Acquia currently supports both image and audio CAPTCHAs. 10. "CDN" means a content delivery network provided by a third party. 11. "Certified Client Drupal Modules" means the Drupal Modules that have been certified by Acquia through an Acquia Professional Services engagement 12. "Client Content" means content of the Website(s) and files and data associated therewith. 13. "Docroot" means the directory on a computer (with an installed version of Drupal) that contains Drupal's core code files. 14. "Drupe! Modules" means Client-selected contributed or custom Drupe! modules. 15. "Git" means a distributed revision control and source code management system with an emphasis on speed. 16. "Ham" means positive content and is automatically published. 17. "LAMP Stack" means the solution stack of free, open source software. The acronym LAMP refers to the first letters of Linux, Apache, MySQL, and PHP. 18. "LSD Program" means Acquia's Large Scale Drupal Program as further described in Section 6 of the Support Services section. 19. "Mollom" is a text filtering and content analysis web service that analyzes the quality of content posted to websites including comments, contact-form messages, blogs, forum posts, etc. Mollom screens contributions to Client's Websites to help prevent inappropriate user-contributed content from posting to Client's Websites. Acquia provides Mollom to Client as a web service. 18 ©2013 Ac:qt.tia, Inc. All Rights Reserved v112013 ACCIU 20. "Mollom Unavailability" means that all Mollom servers made available to Client are unresponsive or otherwise fail to respond to Mollom requests made by Client's Websites. Unavailability does not mean that Mollom incorrectly classifies visitors or their content, even if these classification errors are repeatable. 21. "Mollom Usage Guidelines" means the general usage guidelines Client will adhere to when using the Acquia API found at htip://mollom.com/usage:guidelinee 22. "Order" means any written order for products, hosting and/or support services, including, without limitation, a purchase order, order, Statement of Work, or other form of ordering document delivered to Acquia, which is subject to, and incorporates by reference, the terms and conditions of the Master Agreement, and to which no other terms apply. 23. "PHP" means the open source server-side scripting language designed for web development to produce dynamic web pages. 24. "Platform Drupal Instance" a production environment through a Drupal 7-based web site builder. 25. "Publicly Available Software" means any open source software, free software or any similar software. 26. "Regions" means the various geographic areas in which AWS infrastructure services are hosted within the United States, Europe, and Asia Pacific. As of the date hereof, Acquia utilizes AWS services in the following regions: US East (Northern Virginia) US West (Oregon) EU West (Dublin, Ireland) APAC (Singapore & Sydney) 27. "Site Factory Platform" means Acquia's Cloud Site Factory platform provisioned for Client on Acquia's managed hosting infrastructure. 28. "Site Factory Platform Dashboard' means a management dashboard. 29. "Site Factory Platform Drupal Instance" means a production environment through a Drupal 7-based web site builder, 30. "Site Factory Platform Version Control" means the Glt version control application. 31. "Site Factory Client Drupal Instance" means a version of the Site Factory Platform Drupal Instance that has been customized by the Client or on behalf of the Client. 32. "Site Factory Drupal Modules" means Drupal contributed and custom modules added to the Site Factory Platform Drupal Instance to create the Site Factory Client Drupal Instance. 33. "Spam" means negative content and is automatically blocked. 34. "Subversion" or "SVN" means the software versioning and revision control system distributed under an open source license. 35. "Term" means the term of the Subscription indicated on Client's Order. 36. "Third Party Services" means the free or discounted subscriptions to certain third party services identified on Acquia's website at http://acquia.com/products-services/acquia-network, and are subject to change during the Term without notice to Client. 37. "Unsure" means anything between Ham and Spam. Acquia does not recognize the user, they are shown CAPTCHA's, and the Client gets to decide if the content is automatically published, blocked, or sent for manual moderation. 38. "Update" means the deployment of a subsequent release of the Site Factory Platform or Site Factory Platform Drupal Instance that Acquia generally makes available at no additional license fee. With SaaS+ Tier subscriptions, "Update" also includes Drupe' Modules. Updates are provided when available as determined by Acquia. Acquia retains the right to deploy updates Monday through Friday, between 11pm — 7am data center local time. 39. "User" means any of Client's employees, consultants, contractors or agents authorized to use the services provided by Acquia in accordance with this Guide. 19 '4)2013 Acquia, Inc. AN Rights Reserved. v112013 ACQUII CI 40. "User Data" means any personal data (such as messages, IP addresses, domain names, nicknames, email addresses, OpenID, etc.) analyzed by Mollom. 41. "Website(s)" means the websites identified in the Client's Order. 20 ©2013 Acquia, Inc. All Rights Reserved. v112013