Contract Summary Sheet
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CONTRACT SUMMARY SHEET TO: THE OFFICE OF THE CITY CLERK, COUNCIL/PUBLIC SERVICES DIVISION DATE: May 15, 2014 ROOM 395, CITY HALL (PLEASE DO NOT STAPLE THE CONTRACT FOR THE CLERK'S FILE) FORM MUST BE TYPEWRITTEN FROM (DEPARTMENT): Information Technology Agency CONTACT PERSON: Irene Mayeda PHONE: 213-978-3327 ------~------------------ CONTRACT NO~:' \ ~ ~'2i:) COUNCIL FILE NO.:_1_4-_0_48_7 _ NEW CONTRACT x ADOPTED BY COUNCIL: 5/6/14 ----- AMENDMENT NO. DATE ADDENDUM NO. APPROVED BY BPW: _ SUPPLEMENTAL NO. DATE CHANGE ORDER NO. CONTRACTORNAME:_A~c~q_u~ia~ln~c~. __ TERM OF CONTRACT: _5_/1_5_/1_4 THROUGH: -=-5~/1-=-4~/1._:...7 _ TOTALAMOUNT:~$~4,~0~00~,0~0_=_0~.0_=_0 ___ PURPOSE OF CONTRACT: Stellent Replacement Project - Drupal Web Content Management Note: The ITA General Manager 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. NOTE: CONTRACTS ARE PUBLIC RECORDS - SCANNED AND UPLOADED TO THE INTERNET CONTRACT BET'NEEN 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 Information Technology Agency (hereinafter referred to as "ITA"), and Acquia Jne., a Delaware corporation (hereinafter referred to as the "CO NTRACTO Rf'). WITNESSETH WHEREAS, the City of Los Angeles Information Technology Agency (ITA) wishes to implement Drupal Web Content Management software to develop City social publishing websites; WHEREAS, the City of Los Angeles Information Technology Agency (ITA) wishes the City's critical external websites to be externally-hosted; WHEREAS, The CONTRACTOR has unique and specialized knowleJige with implementation and support of Drupal software, as well as its proprietary Site Factory platform; '. WHEREAS, pursuant to Los Angeles 'City Charter Section 1022, it was determined that City employees do not have the expertise to perform the work; WHEREAS, the services of the CONTRACTOR are of an expert and technical nature and are temporary and occasional in character therefore competitive bid is not required under Charter §371; 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 the CITY's interest to conduct a competitive process under Charter §372 for reasons provided above; and NOW, THEREFORE, in consideration of the above premises, and of the covenants and agreements hereinafter set forth, the parties hereby covenant and agree as follows: Site Factory Implementation and Hosting - City of los Angeles, CA Professional Services Agreement Acquia, Inc. Page 1 of 2$ /J 1./ FINANCE' f;'t-. .. ' .. 1. PROJECT BACKGROUND AND DESCRIPTION The City of Los Angeles Information Technology Agency (ITA) currently uses the OraclelStelient 'v'\feb Content ivianagement System (Stellent) to support approximately 25 City websites, including Lacity.org, as well as sites for elected officials and some departments. The Stellent software has limited functionality compared to newer web content management systems, can only be used with Internet Explorer 7 (obsolete as of April 2014)1 and is installed on the City's server infrastructure that does not have the scalability and staffing support needed to support business-critical websites. The City has selected Drupal content management software to replace Stellent and requires expert support for its implementation, as well as an externally- hosted environment for City websites that is scalable, robust, and reliable. This contract (between CITY and CONTRACTOR) provides the training and development services needed to support the migration of selected, priority City websites to the Drupal platform. It also provides for Acquia to host the City's websites on Acquia's Site Factory 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 Main Street, Room 1400, 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 Fax: E-Mail: [email protected] A copy of alilegaJ notices and demand shall also be sent to: FINANCE IV Site Factory Implementation and Hosting ceCity of Los Anaeles. CA Acquia Inc. Attn: General Counsel 25 Corporate Drive ~Burlinqton1111 UII, IVIMftJlJl. U"'An"'IOU0.... 2.3. The CITY designates the following person, or his/her designated representative, to represent the CITY in all matters pertaining to this CONTRACT Administration: Name: Laura Ito Title: Director of Finance and Administration, ITA Address: 200 North Main Street, Room 1400, Los Angeles, CA 90012 Telephone: (213) 978-3322 Fax: (213) 978-3310 E-Mail: [email protected] 2.4. The CITY hereby appoints the following person(s) to act as the CITY'S PROGRAM MANAGER: . Name: Betty Ngo Title: Information System Manager II Address: 200 North Main Street, Room 1400, Los Angeles, CA 90012 Telephone: (213) 978-3381 Fax: (213)978-3310 E-Mail: [email protected] 2.5. Additional technical specialists may be assigned subject to the CITY'S PROGRAM MANAGER'S approval. 2.6. 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 CITY'S PROGRAM MANAGER, provided such consent shall not be unreasonably withheld. 2.7. 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. 2.8. CITY!5 PROGRAM MANAGER shall represent the CITY in all matters within the scope of the CONTRACT related to project management. ~ANCE!l Site Factory Implementation and Hosting ceCity of Los Angeles. CA Professional Services Aareement CITY'S PROGRAM MANAGER will in turn designate a PROJ ECT MANAGER(s) to represent CITY in ail matters within the scope of the project. 2.9. Notices Formal notices, demands and communications from CONTRACTOR shall be given to the CITY'S Representative with copies to the CITY'S PROGRAM MANAGER. 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. 2.10. 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. 2.11. The CITY shall furnish, without charge, facilities and resources available to the CONTRACTOR as deemed reasonably necessary and appropriate by the CITY. 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 -ffiitial Term"). The ITA General Manager 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 perform the work described in Appendix B -Statement of Work for Site Factory Enablement, Training, Build and Implementation" and the CITY shall compensate the CONTRACTOR up as Site Factory Implementation and Hosting ceCity of Los Angeles, CA Professional Services Aareemenf ./I, __ •• !~ 1 _ set forth in Section 8 -Pricing and Payment Schedule" of-Appendix B. The CONTRACTOR also agrees to provide the hosting services described in Appendices C and D, with compensation terms described in Appendix C -9rder Form for Acqula Cloud Site Factory Hosting Services 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 $4,000,000 (Four Million Dollars), as detailed below. 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 approved by written amendments initiated by the ITA. CONTRACTOR may not charge ITA an amount that will exceed the cumulative approved compensation limit shown above. To the extent that future budget authorities are allocated within the amount shown above in the unallocated future budget authority items, the ITA may adjust the approved budget authority line item(s) consistent with new allocations within the limitations above. ITA will provide written notification to the CONTRACTOR when it adjusts the approved budget authority and the unallocated budget authority.