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
Burlinqton~ 1111 UII, ftJlJl.IVIM "'An"'U 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.
The CITY hereby appoints the following person(s) to act as the CITY'S PROJECT MANAGER for this project.
Department: ITA Name: Madeline Paguio Title: Senior Systems Analyst /I Address: 200 North Main Street. Room 1400, Los Angeles, CA 90012 Telephone: (213) 978-3375 E-Mail: [email protected]
4.2. Invoicing and Payment
CONTRACTOR shall submit respective invoices to the CITY'S PROJ ECT MANAGER, with all supporting backup documentation as set forth in Section 8 -Pricing and Payment Schedule" of Appendix B and in Appendix C -Grder Form for Acquia Cloud Site Factory 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
Sile Factory Implementatlon and Hosting ceCity of Los Angeles, CA Professional Services Aqreernent Ar.mli", '''1' 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 or C, 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 CITYls responsibility to payor if CONTRACTOR is required to make any such payment on the CITYIS behalf the CITY shall promptly reimburse CONTRACTOR. If the CITY is legally entitled to an exemption from any sales, use or similar transaction tax, the CITY is responsible for providing CONTRACTOR with legally-sufficient tax exemption certificates for each taxing jurisdiction. Additionally, the CITY will provide CONTRACTOR with documentation showing that the withheld and/or deducted amounts have been paid to the relevant taxing authority.
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, (ij) 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.
4.6. Governance Structure
The governance structure consists of following elements:
1. Project Roles 2. Project Processes 3. Tasks & Deliverables 4. Deliverable Review & Acceptance Process 5. Funds Management
These elements are described below.
~jte ~actory Implementation and Hosting ceCityof Los Anoeles. CA 4.6.1. Project Roles
4.6.1.1. City contract Administrator
The Contract administrator shall be responsible for signing the contract on behalf of the CITY. The contract administrator will not be responsible for:
Project management Project payment approval Project dispute resolution
On this project there will be one Contract Administrator designated by ITA.
4.6.1.2. City Program Manager
Program Manager shall be responsible for:
. Administrative functions related to the project Coordination of activities between Project managers and Contract Administrator
Program Manager shall NOT be responsible for:
Project management Project payment approval
On this project there will be one CITY PROGRAM MANAGER designated by ITA.
4.6.1.3. City Project Manager
Project Manager shall be responsible for managing day-to-day project activities. The Project Manager shall be responsible for:
- Approval of requirements Managing project plan . - Acceptance of deliverables - Approval of invoices Change management Keeping Program Manager appraised of project status and payment approvals
On this project there will be one CITY PROJECT MANAGER designated by ITA
Site Factory Implementation and Hosting ceCity of Los Anceles. CA 4.6.1.4. Acquia Engagement Manager
Engagement Manager shall be responsible for coordinating Acquia resource activities for the project and facilitating communication with the City Project Manager. The Engagement Manager shall be responsible for: Participating in regular project update meetings Scheduling Acquia workshops and activities Status reporting - Managing issues and risks Change management
4.6.2. Process
4.6.2.1. Project Management Governance Structure
Upon kickoff, ITA and CONTRACTOR shall designate a Project Management Team to provide project oversight, coordination and communication.
4.6.2.2. Project Meetings
Regularly scheduled meetings are an important mechanism for managing a project. The Project Management Team will meet regularly, frequency TBD. CONTRACTOR '5 ENGAGEMENT MANAGER will lead the meetings. The ITA PROJECT MANAGER will determine who should attend these meetings.
l' 4.6.2.3. Project Issue Management
CONTRACTOR shall raise all project issues (technical & administrative) to the CITY~SPRO] ECT MANAGER.
ITA shall raise all project issues to CONTRACTOR'5 ENGAGEMENT MANAGER.
If the issues are not resolved by the PROJECT or ENGAGEMENT MANAGER in reasonable time or reasonable manner, then either party may employ the escalation process below.
4.6.2.4. Project Issue Escalation
When issues are not resolved at the Project Management Team level, they may be reported for resolution at the Program Management level. Either the CONTRACTOR or the CITY may
Site Factory Implementation and Hosting reCity of Los Angeles, CA Professional Services Anreernent A __ ._: .... report the issue to the Program Manager. The Program Manager will make his/her best effort to resolve the issues.
If the issues am not resolved by the Program Manager, they may be reported to ITA or Acquia management. In the event that management cannot resolve the issues, the CITY may seek the option of arbitration or termination of the CONTRACT per PSC":10..:termination"clause of 5 tandard Previsions.
4.6.3. Tasks & Deliverables (SOWs)
The Statements of Work (SOWs), 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 and second SOWs for work, which are attached as Appendix Band C. Any additional work may only be performed under an SOW"issued by the City's ITA General Manager in accordance with the price list in Appendix E, so long as there is budget authority and the total cost does not exceed the contract limit.
4.6.3.1. Modifications
The CONTRACTOR shall notify ITA 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.
4.6.4. 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 Section 8 -Pricing and Payment Schedule" of Appendix B.
4.7. The CITY shall not pay for CONTRACTOR'S nor SUBCONTRACTORS personnel for invoice preparation. The CITY shall not pay for CONTRACTOR'S nor 5 UBCONTRACTOR'5 communication expenses and computer time charges.
4.8. 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
Site Factory Implementation and Hosting ceCity of los Angeles, CA Professional Servk:e!': AorRPmp.nt .... --..~- ~ 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.
4.9. Payment
Payment approval shall be subject to the milestones as set forth in Section 8 -Pricing and Payment Schedule" of Appendix B. 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'S PRO) ECT MANAGER receives CONTRACTOR's invoice.
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
6.1 .1. Unless otherwise agreed in writing by CITY J the CITY'S PROJ ECT MANAGER, 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 as defined in Section 8 -Pricing and Payment Schedule" of Appendix B 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
Site Factory Implementation and Hosting ceCity of Los Angeles, CA Professional Services AQreementFIN'ANC A ....._~~;... 1_- CONTRACTOR specifically for the CITY as set forth in an applicable SOW and shall not include any of CONTRACTOR's Support and Hosting Services or Site Factory. 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 (-tJAT") 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 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- Uve 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 Deflciency (UDeficiencyNotice"), 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 I 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
Site. Factory.. Implementation and Hosting ceCity of Los Anoeles, CA 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
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.q., 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 '5 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 CITYfs 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
~i~~ ~ac~oryImplementation and Hosting ceCity of Los Angefes, CA Professional Sp.rvir.p.~AnrAJ>.m<>nt 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 CITYlS 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 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 (4mproved 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 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 -Unsatlsfactorv" 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.
~ite Factory Implementation and Hosting ceCity of Los Angeles. CA 10. COMPLIANCE WITH LOS ANGELES CITY CHARTER SECTION 470(c)(12) FOR MEASURE HlCONTRACTOR CONTRIBUTIONSIFUNDRAISING
The CONTR.A,CTOR I 5 UBCONTRACTOR ~S, and the lr 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 fund raising 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 fol/owing notice in any contract with a SUBCONTRACTOR expected to receive at least $100,000 for performance under this contract:
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 '5 principals and contact information and shall update that information if it changes during the 12 month time period. SUBCONTRACTOR'5 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 lega/ 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
Site Factory Implementation and Hosting ceCity of Los Angeles, CA 11...... :_ 1-- 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 (-€hange Request"). Such Change Request is to be delivered by the requesting party's PROJECT I ENGAGEMENT MANAGER to the other party's PROJECT I ENGAGEMENT MANAGER.
13.0WNERSHIP OF RESULTS
13.1. Services
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 5 OW (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 ofthe Work Product (and not separate therefrom).
-EONTRACTOR materials" means all information, methodologies, data, ideas, concepts, know-how, techniques, documentation, software and development tools that CONTHACTOR 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
Site Factory Implementation and Hosting reCity of Los Angeles, CA 1'1 __ •• :-_ t __ 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.
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 IS use of the Work Product (and not separate therefrom). For purposes of this Contract, -tONTRACTOR 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
Site. Factory.. Implementation and Hosting ceCity of Los Anceles, CA 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 llcense 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 IS contract with the CITY
13.2. Software Products
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 sale 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 (-Eity 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). tonfidential 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;
~ite ~actory Implementation and Hosting ceCity of Los Anaeles. CA 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.
For purposes of this Contract. -Gonfidential 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 IHgallyrequired to be disclosed.
The confidentiality obligations set forth in this Section shall continue indefinitely for so long as the Confidentiatlnformation 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
Site Factory Implementation and Hosting ceCity of Los Angeles, CA A .... _._:_ [._- receiving party is aware of a breach hereunder, and shall cooperate with any reasonable request of the dlsclosinp party in enforcing its rights.
The receiving party acknowledges that disclosure of any Confidential information or trade secret by it OJ 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.
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. MISCELLAN EOUS
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, postlngs or job fairs of either party, provided such response is not prompted by a party intentionally circumventing the restriction of this clause.
Site Factory Implementation and Hosting ceCity of los Anqeles, CA II. _ •• 15.4. The CITY hereby grants CONTRACTOR a non-exclusive license solely during the term of this CONTRACT to list The CITY's name and display The CITY's seal (as provided on Lacity.org) in the client section of CONTRACTOR's website and to use The CITY's name and seal 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's name, seal or trademark requires The CITY's prior written consent. The CITY 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's name and/or seal from its customer lists and website.
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 ('Governmenf'), 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 military 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
~ite Factory Implementation and Hosting ceCity of Los Angeles, CA Professional Servir.F'!!'::Aorp.p.mpnt 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'~J 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 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 I 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 IS breach ofthis Contract.
Site Factory Implementation and Hostinq ceCitv of Los Anceles. CA 15.82. 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 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 E 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
Site Factory Implementation and Hostinq ceCitv of Los Anoeles. CA 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 iitigation (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 ClTYS's compliant use of the Services provided to CITY 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. 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 Preduct (collectively, the -Servkes") 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 IS 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
Site. Factory.. Implementation and Hosting cecltv of Los Anneles. CA 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.
16. INCORPORATION OF REFERENCES I 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: Statement of Work for Site Factory Enablement, Training, , Build and Implementation - Appendix C: Order Form for Acquia Cloud Site Factory Hosting Services with Support - Appendix 0: Acquia Products and Services Guide - Appendix E: Pricing
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: Statement of Work for Site Factory Enablement, Training, Build and Implementation 4. Appendix C: Order Form for Acquia Cloud Site Factory Hosting Services with Support 5. Appendix D: Acquia Products and Services Guide 6. Appendix E: Pricing
IN WITNESS THEREOF, the parties hereto have caused this instrument to be signed by their respective duly authorized officers:
Site Factory Implementation and Hosting reCity of Los Anaeles. CA APPROVED AS TO FORM: CITY OF LOS ANGELES Michael Feuer, CITY Attorney //J /""7vJ"-l J / ".,i"'v'''-.::: ;; 5<:.~ By: f / /!.'~·l/ /Y~-:::;7?./ .... Laura Ito Director of Finance and Administration Information Technology Agency ,'-_.I' I ' Date: _!);:,...../_//_Lf_·-_/_~"'-~ _ Date: ~-- ,> -- "~f
Acqula Inc.
By: J~ )t1~ Dennis Morg CFO
Date: _
Site Factory Implementation and Hosting - City of Los Angeles, CA Professional Services Agreement Acquia, Inc. D ....~...: 'I.: .....'"",,;eo
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 , "' 111111 •• """ "., •••• " 111 ••••••• ,,2
PSC-7 EXCUSABLE DELAyS 2
PSC-8 BREACH ..I1I11'•••••••• I ~.,I •• iI ,.."'II ••••• I II •••••• 111 11;1 l1li111 " 2
PSC-9 WAIVER "" 1111 111 .. ,. ••• ".""." l1li ,,"' 3
PSC-10 TERMINATION .., ., " 1t 3
PSC-11 INDEPENDENT CONTRACTOR 4
PSC-12 CONTRACTOR'S PERSONNEL 4·
PSC·13 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION 5
PSC·14 PERMITS .."." , 11: " ••••• " '1 l1li., 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 R~PORTS 5
PSC-18 FALSE CLAIMS ACT 6
PSC..19 BONDS ,, 0lil 01li0.11 11 11 111 " 11 ••••• :11 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 " 11 111l1li •• ' " 8
PSC·25 DISCOUNT TERMS ; 8
PSC-26 WARRANTY AND RESPONSIBILITY OF CONTRACTOR 8
PSC-27 NON ..DISCRIMINATJON 11 110 " ••••••• 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 , , "' .11 •••• -111 ••••• , 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 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.
PSCB2. 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 a/l 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 Appendix A
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-s. 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-s. BREACH
Except for excusable delays as described in PSC-?, 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. 3/09) 2 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-g. 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-? 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 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 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 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.
PSCm18. 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 Administra.tiveCode.
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 cumuiaflve 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.
PSCm21. 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 C~TYCONTRACTS (Rev. 3/09) 6 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, attorneys 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 remaln 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 intef/ectual property. CONTRACTOR hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and a/l 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. 3/09) 7 Appendix A
CONTRACTOR shalf 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 alike 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-DISCRIMINA nON
Unless otherwise exempt, this Contract is subject to the non-discrmlnanon 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. 3/09) 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 CONTRACTORJS contract with the CITY.
PSC-2B. 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 a/l 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. 3109) 9 Appendix A
race, religion, national onqm, 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 basts 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.
I. 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 empfoyment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national orlqln, 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
5T ANDARD 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 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. 3/09) 13 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 aI/ 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 contractor's 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.
O. 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 Affinnative 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. 3/09) 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 obfigatlons, 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 a/l 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 711O(b)of the California Public Contract Code.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3(09) 15 ______._ •••••• ~ TTTr __ TrT • -._. __ • .~. __ .~---.- •••• --.
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 at 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. CONTRACTORJS 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 opposmq 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 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.
S. 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 sale 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 at 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 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 (ESO), Section 10.8.2.1 of the Los Angeles Administrative Code, as amended from time to time.
STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 18 Appendix A
A. During the performance of the Contract, CONTRACTOR certifies and represents that CONTRACTOR will comply with the EBC.
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 aUother 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 EBC, 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 ORDINANCS
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. 3109) 19 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.lacity.org/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 appllcable 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 sef-lnsurance of the CITY. The CITY'S program shall be excess of this insurance and non-contributinq.
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 ProcureInsurance, 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 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. 3/09) 21 Form Gen. 146 (Rev, 9/06)
Required Insurance and Minimum Limits
Name: Acquia, Inc. Date: __ '_0_4_/0_9_/2_0_14__
Agreement/Reference: Convert CITY Websites To Modernize Content Management Platform & Hosted Environment 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. Limits
I Workers' Compensation - Workel'S' Compensatlon (WC) and Employer's Liability (EL) we Statutorr EL $1,000,000 o Waiver of Subrogation in favor of City o Longshore & Harbor Workers o Jones Act
I General Liability $1,000,000
[2] Products/Completed Operations o Sexual Misconduct _ o Fire Legal Liability ~ _ D ~
_~ Automobile Liability (for any and all vehicles used Ior this contract, other than commuting to/from work)
.f Professional Liability (EITOI'S and Omissions) $1,000,000
Discovery Period 12 Months After Completion of Work or Date of Termination
Property Insurance ([0 cover replacement cost of building• as determinedby insurancecompany)
o All Risk Coverage o Boiler and Machinery o Flood _ o Builder's Risk o Earthquake _ 0 _
DPollution Liability ~ __~ _
Surety Bonds - Performance and Payment (Labor and Materials) Bonds 100% of the contract price
Crime Insurance
Other: .B,enLtcLBJilly~...t.IT.uA"------1) In the absence of IIJWQsed Automobile Uabiltty reqUirements, aUcontractors using vehicles during the course of this contract must adhere to the financial responsibility laws of the State of California, 2)lf a contractor has no employees and decides to not cover herself/himself for workers' compensation, please complete the form entitled "Request for Waiver of Workers' Compensation Insurance Requirement" located at http://cao.Jacity,org/risk/lnsuranceForms.htm APPENDIX B
Statement of Work for Site Factory Enablement, Training, Build and Implementation
This Statement of Work, incfuding the attached Appendices (collectively, the 'SOW') is entered into as of this _.__ dayof , 2014 (the "Effective Dale") by and between City of Los Angeles ("Client") and Acquia, Inc. ("Acquia") and is deemed to be incorporated into that certain CONTRACT dated as of , 2014 by and between Client and Acquia (the "Master Agreement"). Any terms used herein but not defined shall have the meaning ascribed to such term in the Master Agreement. Acquia shall perform the services set forth in this SOW (the "Services").
Name of Project: Los Angeles Site Factory Enablement, Training, Bulld and Implementation
Background: The Oity of Los Angeles Information Technology Agency (ITA) currently uses OracielStellent Web Content Management System (Stellent) as a platform for online access to City information, events, and online services among 25 City websites, including Lacity.org and Lacilyview,org. as well as sites for elected officials and some departments. It helps facilitate a better interconnection among the websites for resource and data sharing that includes social media, audio, and video. However, the Stellent system now has limited functionality compared to newer web content management systems. can only be used with Internet Explorer & (obsolete as of April 2014). and is installed on the City's server infrastructure that does not have the scalability and staffing support needed to maintain business- critical websites.
To complete this criucat and time-sensitive system replacement project, and in furtherance of the Municipal Access Policy Board's LA Cilyview 35 Strategic Plan (Council File 10-1826). the City has selected the Drupal content management software to replace Stellent. An enterprise approach to implementing Drupal would allow the City to centrally manage and host 25 or more websites, and help satisfy proposed LA Cityview 35 strategic plan recommendations that include: .. .Proceed with the design and build-out of a website and multi-platform media applications. • Channel 35 and MAPS should establish benchmark metrics to indicate the success of content. Description of Project: Client has engaged Acquia to provide services as the Client estabIJshes Site Factory (the "Platform"). The objective of this project is to replace three (3) existing websites (Iacity.org, lacityview.org and ladoUacity.org) with current site functionality, while educating and training the Client's staff in a manner that will enable them to develop and implement the remaining Client websites. To best support these objectives, Acquia will leverage the most efficient combination of workshops, fixed delivery, and consulting services that meet delivery and enablement goalS.
Project Scope: The following outlines the agreed upon scope for this Project: 1. Acgula Workshops:
Acqula workshops are specifically created to provide high quality enablement and hands-on learning experiences specific to CHent's applications. Acquia has included the following workshops and scope as part of this Project:
1.1. Architecture Workshop: An Acquia Technical Consultant will work with the Client team for four (4) days in workshop sessions to further define the speCific architecture for the fixed delivery Acqula Cloud Site Factory build for lacity,org, lacityview.org and ladoUacity.org (the "Siles"). The scope of this Architecture Workshop wlJl focus on three (3) major areas: requirements review, component architecture and high-Ieve! design, and content-type architecture.
1,1.1. Scope: Acqula will cover the following during this Architecture Workshop:
1,1.2. Requirements review. As a foundation for the architecture, Acquia and Clien! will review the scope of the Sites. The parties will elaborate high-Jevel requirements for the system including the overall capabilities of the web system and integrations with any external systems that the web system will integrate with,
1.1.3, Component architecture and high level design. The Acquia Technical Consultant will lead component architecture and high-level design sessions with the Client to identify the major components of the new system and identify how the system capabilities will break down in to Drupal modules. The high level design will also include the following activities:
1.1.3.1. Drupal module selection. Once the high-level requirements have been identified and the capabilities mapped to Drupal modules, Acquia will work with Client to select available Drupal core and contributed modules that provide the basis for any features of the Sites that can be implemented using existing capabilities. The module selection effort will FINANCE1U include a gap analysis to determine how modules will need to be adapted to provide the specific requirements ofthe new system. The component architecture will also define the integration points with any external systems and define the approach for integration includIng the message format and protocol for the integration. Note that for the fixed delivery component of this SOW, ali integrations not defined in Exhibit E Integration Assumptions will be done via 'FRAME or links 10 external resources.
1.1.4. Content architecture. The core of any Drupat site is the definition of content types and their categorization. The content architecture includes defining the content types, views required for the content types,taxonomies for categorizing content, and workflows for publishing each content type. Acquia will facflitate the development of the content architecture with subject matter experts from the cnem team.
1.1.5. Delivery Period: Four (4) business days. 1.1.6. Consulting Level of Effort: One (1) Acquia Technical Consultant on-site for four (4) business days. 1.1.7. Deliverables. Acquia will provide an Architecture and Design Document describing the recommended architecture and high-level design aspects for the Sites. The document will include sections describing each of the major areas covered in the Architecture Workshop. 1,2. Site Factory JumpStart Workshop: An Acquia Technical Consultant will provide instruction and hands-on mentoring on several essential topics for configuring and developing with Site Factory.
1.2.1. Delivery Period: Two (2) weeks
1.2.2 Consulting Level of Effort: One (1) Technical Consultant on-site for four (4) business days per week for two (2) weeks.
1.2.3 Deliverables: Acquia will provide to Cflent, a two (2) page minimum high-level summary that outlines topics covered during the Site Factory JumpStart Workshop and links to information referenced during the Site Factory JumpSlart Workshops applicable. No other formal deliverables are included in the Site Factory JumpStart Workshop.
1.2.4 Staff: One (1) Acquia Technical Consultant
1.2.5 Location: On-site with Client
1.2.6 Sample Workshop Agenda: See Exhibit B Sample Workshop Agendas
1.3Site Factory Theming Workshop: An Acquia Technical Consultant will work with the Client team to customize the look and feel of the Acquia Site Factory sites (the "Theme"). Acquia will utilize a base theme during the first week and will work hands-on with the Client to customize the Theme during the second week.
1.3.1 Delivery Period: One (1) week. 1.3.2 Consulting Level of Effort: One (1) Acquia Technical Consultant on-site for four (4) days 1.3.3 Deliverable: Acqula will provide a two (2) page minimum high-level summary that outlines what was covered during the Site Factory Theming Workshop and links to other information referenced during the Site Factory Theming Workshop as applicable. No other formal deHverables are included in this Site Factory Theming Workshop. 1.3.4 Staff: One (1) Acquia Technical Consultant 1.3.5 Location: On-site with Client. 1.3.6 Sample Workshop Agenda: See Exhibit B Sample Workshop Agendas
2. Fixed Delivery Services:
2.1. Scope of Services: Acquia will convert the Sites to Drupalusinq Acquia Cloud Site Factory, PaaS Edition. The following Services are included under a fixed delivery, fixed fee model: FINANCE}'Uu 2.1.1. Agile site building, development and theming of The Sites to Drupal. This estimate assumes that Acquia Cloud Site Factory and contributed modules will be leveraged for implementation. The following sprint allocation outlines the schedule and goals for the in-scope activities.
Kickoff & Discovery Confirm approach and processes. Additional discovery on systems integration requirements. Additional discovery on content/data migration requirements. Sprint 0 Development environment set up (Platform) stage and Production environments set up on Acquia Cloud Site Factory Site Source Structure and Build tools Automated testing setup MappinQ of content sources for feeds and migration Sprint 1 Building content types and taxonomy (Platform) Configuring Panels and Panelizer for content types and landing pages Set up structure for primary navigation and required menus Responsive base theme WYSIWYG configuration SEQ/meta tags configuration Media library configuration Systems integration specifications Initial content rnioration and feeds setup Sprint 2 Building shared page components (sliders, listing blocks, other features) (Site Building) Sub theme creation for LA City Sub theme creation for LA View Sub theme creation for LA DOT System integration Responsive Theme Sprint 3 Building calendar and event listing pages (Site Building) Configuring search functionality with Acquia Search Theming for shared page components, site customizations Cress-browser/device testing of subthemes Sprint 4 Back end feature wrap-up (Advanced Features) Theming for calendar and search Feeds and embed support for sites Sprint 5 Feeds and embed support for sites (Advanced Features) Theming for.feeds and embeds
UAT/QA Review site functionality and advanced features Confirm content structures and migrated content
2.1.2. Quality Assurance Planning & Testing: Acquia will develop test charters during each sprint to address the features developed in that sprint. Those charters will be used to guide work performed and confirm quality at the end of the sprint. The test charters are the documentation and high-level orienting for the test cases of how the system Is supposed to work. They are used to orient the way in which the system is tested by end users, The aim is to provide a test charter that covers the human centric testing steps covered in each sprint. All issues reported will be tracked and prioritized using JIRA, a ticketing and bug tracking software. During the implementation, Acquia will implement automated tests for functional tickets and run tests to ensure there are no regressions.
2.1.3. End User Browser Support: This estimate includes theming and testing for the end user experience for the following browsers at the time of launch. Note that should the Client make any changes to the Sites, refesting for browsers will need to be completed at the theming layer and is not included in the scope of this SOw. 2.1.3.1. Internet Explorer - version 9 and newer 2.1.3.2. Firefox - version 24 and newer 2.1.3.3. Chrome - version 30 and newer 2.1.3.4, Safari- version 6 and newer
2.1.4. Administrative User Browser Support: This estimate assumes that content administrators will use the most recent version of Chrome, Firefox or IE to access administrative features through the Acquia Cloud Site Factory application. 2.1.5. In-Scope Development: This estimate assumes that on-site features such as page editing, sitemap, calendar, news mentions, witl be developed leveraging Drupal contributed modules. Acqula is providing a list of modules in Exhibit C In-Scope Modules that are considered in-scope. Should the Client request any additional features or functionality that cannot be supported through contributed modules, Acquia will provide an alternate recommendation or an estimate which may include additional costs associated with development of the feature.
2.1.6. Integrations: This estimate assumes that the current integrations linking to or referencing off-site resources will be maintained during this implementation. Acquia will leverage iframe inclusions (e.g., iframe to embed lacity.granicus.com video lists) and simple href links that navigate the user to external sites. Client will provide Acquia with all required iframe and href links.
2.1.7. Content and Data Migration: This estimate assumes that Acquia will migrate the content and data outlined in Exhibit D LA City Migration Information. Client will provide Acquia with the following content migration artifacts prior to migration execution: export files in a structured data format (e.g., XML, CSV, JSON) with supporting documentation on schema and field values,
2.1.8. Project Management: Acquia will provide a Project Manager who will be responsible for maintaIning the JIRA ticketing system for purposes of managing the development team and this fixed price effort. The Acquia Engagement Manager will provide weekly reports outlining work completed, work upcoming, issues and concerns, and information needed from the Client
2.1.9. User Acceptance Testing (UAT): The user acceptance testing will be completed by the Client 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 the project and would require a change order and additional funding. All issues or bugs will be tracked using JIRA. To revIew UAT, Acquia will conduct a two (2) day UAT session where all requirements are reviewed coUaboratively with the Client. This session may be remote or on-site.
2.1.10. Load Testing: Acquia will conduct cloud-based load testing on lacity.org to include the following scope. Additional sites, tests or requirements are not included in this estimate. The following scope is sufficient to test the load and performance of site traffic expectations outlined in Exhibit F Site Traffic Requirements. 2.1.10.1- Up to 20,000 concurrent users 2.1.10.2. Up to 15 hours of test development and up t{l4 hours oftest execution 2.1.10.3. Not to exceed 3 total tests
2.2. DeliveryPeriod: Total estimated duration for the Fixed Delivery Services is four (4) months
2.3. Dellverables; The following items will be delivered as part of the Fixed Fee Delivery Services: 2,3.1. Completion of Scope items above 2.3.2. Launch of the Sites in Drupal on Acqula Cloud Site Factory. 2,3.3. Weekly progress report and status call 2.3.4. Load test results
2.4. Travel: This fixed price estimate assumes up to two (2) trips of one (1) day each for up to five (5) total resources. Any other travel required may result in additional costs to the Client.
3. Consulting Services:
3.1. Scope: To ensure seamless delivery and support for areas that the Client may require additional support, Acquia will provide the following consulting services on a fixed fee basis.
3.1.1. Ongoing Engagement Management: Acquia will provide ongoing Engagement Management for the duration of the Project Responsibilities include, but are not limited to, coordinating Acquia activities and resources, adviSing the Client on project scheduling (including workshop preparation). coordinating work that requires handoffs between the Client and Acquia, assisting with issue identification and resolution, and reporting on project status. In Scope Activities:
3.1.1.1.1. Participation in up to two (2) weekly team calls, not to exceed 1 hour each
3.1~1.1.2. Weekly status call with Client stakeholders not to exceed 1 hour each
3.1.1 .1.3. Weekly status report creation and delivery FINANCE~ 3.1.1.1.4. Maintaining project schedule and risk ledger
3.1.2. Delivery Period: Four (4) consecutive months unless otherwise agreed upon
3.1.3. Deliverables: Weekly status report
3.1.4. Staff: One (1) Engagement Management Consultant
3.1.5. Travel: This. estimate includes up to two (2) trips of one (1) day each for up to one {1} total resource. Any additional travel may result in additional costs for Client.
4. Optional Sprint Support: Upon Client's request, Acquia can provide optional support after the launch of the initial three (3) sites. This support can be provided on an hourly or fixed basis and will be subject to a separate SOW or change request. This estimate does not include any post-delivery implementation support 5. Period of Performance and Scheduling: Acquia recommends a contractual period of performance of ten (10 months to allow for planning, lead time and project transition, This Project is estimated to take eight (8) months. Acquia requires a lead-time of four (4) weeks prior to starting work and prior to scheduling a workshop/phased activity. This schedule is subject to change by mutual agreement between the Client and Acquia. Exhibit A Sample Schedule outlines a draft schedule for in-scope activities.
6. Team Responsibilities: Each party shall designate a project leader to whom all matters relating to the Services will be addressed. Client agrees to respond to requests from Acquia for approvals, decisions or other actions in connection with the performance of Acqula's obligations under this SOW within a reasonable period of time. The following table lists the designated project leaders from Acquia and Client.
Professional Services Contact Acquia Jessica Richmond, Sr. Director jes§[email protected]
--~----' ----.---.--- ...-~-I
Program Manaqer - Betty Ngo Client [email protected] 213-978-3381
Project Manager ~ Madeline Paguio [email protected] 213-978-3375
7. Assumptions:
7.1. Any delay in Acquia's performance that is caused by the Client then such delay wfll result in a day-for-day extension to complete the Services. Further, if any material issues arise during the performance of the Services that were not expressly contemplated by the parties and delays Acquia's ability to complete the Services in the time frame oullined above, the parties agree to promptly meet in good faith and make reasonable adjustments, as appropriate, to the timeframe and costs for completing the Services. Delays caused by such late dependencies will be managed through an amendment to this SOw.
7.2. This estimate assumes that the Client will conduct UAT based on agreed upon requirements, Client agrees to complete UAT in a timely manner per the project schedule. Any delays caused by Client review during the designated UAT period may result in additional costs.
7.3. Client will review any Deliverable and report any defects to Acquia within five (5) days of release. If no feedback is received by Acquia within this period of time, the Deliverable shall be deemed to be accepted.
7.4. This estimate does not include support, hosting, Acquia Cloud Site Factory SUbscription, or ongoing development and maintenance activities. Acquia assumes those requirements and costs will be covered under a separate statement of work (SOW).
7.5. Acquia has quoted ongoing engagement management consulting services on a part time basis. Should additional services or scope outside of that outlined in this proposal be required, or should the project timeline extend, Acquia will provide an estimate for additional fees.
7.6, Should Client engage a third party, Acquia shalt not be responsible for the delivery of work provided or delays due to such third party.
7.7. All work may be completed remotely unless otherwise specified in this SOw. Client availability for daily stand- . FINANCE1tv up meetings, ongoing collaboration and virtual and/or in person demos is critical to the success of this effort. For on-site efforts, Client will provide a conference room for workshop space, a projector, and internet access. 7.S. Travel costs are covered within the fisted project fees, based on travel assumptions identified for each project activity (i.e., On-site, Remote). In-scope on-site meetings have been outlined in the scope section of this SOIN, Any additional meetings, in-person training, or on-site request will require a revised estimate and additional costs to Client. 7.9. Client will provide Acquia with access to all systems required by Acqula to perform the Services. Acquia agrees to comply with Client's reasonable written security procedures provided to Acquia prior to the provision of the Services. 7.10. The Services will commence following the execution of this SOW and with four (4) weeks lead time (or as otherwise mutually agreed by the parties). Client understands that should this SOW not being agreed and signed off in a timely manner that there is an increased risk that the expected schedule of work is subject to delay. 7.11.Acquia will manage the schedule for the tasks related to this SOw. Outside of those tasks, Client is expected to manage development schedules. 7.12. Client has purchased a subscription to Acquia Site Factory under a separate cover, or has otherwise provisioned use of Acquia Cloud Site Factory 7.13. Acquia recommends that Client utilize a content delivery network ("CON") for all high traffic or high profile sites, A CON is not included in this estimate, but upon request from Client, Acquia shall, in conjunction with one of Acquia's CDN partners, provide a separate estimate for a CON. 7.14.Acqula will assign resources to workshops based on skills and capabilities required to best meet the needs of the workshops, Cfient may inform Acquia of preferences. but indiViduals are not guaranteed contractually. If Client has a performance concern with an assigned Acquia employee, CHentmust notify the designated professional services contact within two (2) business days of the concern. Acqula will work collaboralively with Client to address any concerns or assign a new leam member. If a new team member is assigned, Acquia will work Withthe Client to adjust scheduling and re-perform any necessary work. 7.15.Workshop Assumptions 7.15.1, Client will provide the Acquia team with access to an offices and systems required by Acquia to perform its work, The Acquia team will follow Client procedures required for access. 7.15.2, Client participants have basic working knowledge of Drupal and/or related technologies. For purposes of this SOW, "basic working knowledge" is defined as understanding of a content management system (CMS) and front-end coding experience and/or other web devefopment experience. Client acknowledges that the more familiar Client is with Drupal, the more that can be accomplished in workshops and sprints, 7.16. Fixed Delivery Services Assumptions 7,16.1. Client will provide any applicable documentation of existing requirements, designs, and constraints that may be required by Acquia to complete the scope of the Fixed Delivery Services, at the start of the Project. Should any requirements alter the in-scope requirements for this Project Acquia will provide alternate recommendations or a revised effort estimate and related costs. 7.16.2. This estimate assumes that the Client will use their Other Direct Cost (OOC) budget to purchase required software tools which may include, but are not limited to: JIRA, QA testing tools, and other resources required for implementation. 7.16.3. Site migration assumptions: The migration components of this estimate were based on information provided by the Client as outlined in Exhibit 0 LA City Migration Information, Should any details or requirements change, Acqula will need to review and provide a revised estimate of effort and costs, 7.16.3,1. This estimate assumes that Acquia will be responsible for all theming efforts, and that no designs or comprehensives will be provided to us; rather, our theming work will reflect as close as reasonably possible the Information Architecture (IA) and designs on the existing sites. 7.16,3,2, This estimate assumes that the current integration implementation Ilnking to or referencing off-site resources wilJ be maintained during this implementation. Acquia will leverage iframe inclusions (e.g"lfrarne to embed facity.granicus.com video lists) and simple href links that navigate the user to external sites. This estimate assumes that the FINANcm1iiL Client will provide all iframe and href links required to achieve these links, 7,16.3.3. Acquia assumes that Client will provide the following content migration artifacts prior to migration execution: export files in a structured data format (e.g., XML, csv, JSON) with supporting documentation on schema and field values. Client wllf provide Acquia with documentation that outlines the mapping of content to be migrated from the current platform to the defined Drupal content types. 7.16.3.4, This estimate assumes Client will require approximately 3-5 roles (or permission schemes) for site administrators, 7.16.3.5. This estimate assumes that all Client Site feeds can be supported via a periodic pull (hourly to daily). Additionally, this estimate assumes that we will have access to the relevant Client technical support teams and documentation for the feed schema and field values. 7.16.3,6. For the Contact.lacity.orq contact form and other third party integrations, this estimate assumes that Acquia will have access to the relevant technical staff (e.g., to ensure proper connectivity to lacity.contact.cfm) and documentation. This estimate does not include any integration with custom systems other than f1nking,iframe or href links. This estimate does not include any alterations or support of external systems unless otherwise specifically noted in Exhibit E Integration Assumptions. 7.16,3.7, This estimate assumes that the existing, live LA City, LA CilyView, and LA DOT sites as publicly available on 1/1012014 represent the functionality and design to guide the rebuild with Drupa!. This estimate assumes the core benefits of Drupal and Acquia Cloud Site Factory and that both parties will be flexible to leverage Drupai benefits and deviate from the current state when mutually agreeable. If adjustments to the design are made, Acquia will review adjustments with Client to determine if a Change Request is required, 7.16.3.8. This estimate assumes end-user support for modern web browsers (Le., Internet Explorer - version 9 and newer; Firefox - version 24 and newer; Chrome - version 30 and newer; Safari - version 6 and newer). 7.16.3.9. This estimate assumes that site content administrators will use the most recent versions of Chrome, Firefox or IE. 7.16.3.10. This estimate assumes that JIRA will be the single issue tracking tool used to track all technical work, updates, bugs or requests, 7.16.3,11. This estimate assumes the City will provide Section 508 testing and provide feedback via JIRA for any theming adjustments required, 7.16,3.12, Exhibit E Integration Assumptions outlines all integration assumptions for the three (3) in-scope websites. 7.16.3,13. Versioning is possible within Drupal but configuration of version control monitoring for Client's specific use case has not been sized or included in this estimate, Acquia will provide a revised estimate once additional information is available on this requirement. 8. Pricing and Payment Schedule. 8.1. Services. The Services outlined in sections 1-3 of this SOW will be provided for a fixed fee of $811,689.00 USD (Eight Hundred Eleven Thousand Six Hundred and Eighty Nine United States dollars). Any additional fees incurred will be subject to Client's prior written approval. Acquia will invoice Client monthly in arrears. The breakdown of fixed price services and the line item expectation for invoicing purposes is outlined below:
8.1.1, Workshops: The fixed fee costs associated with the workshops is $66,000,00 USD (Sixty-Six Thousand United States dollars), to be invoiced as follows: Architecture Workshop Upon completion of workshop $16,500.00 Site Factory JumpStart Workshop I Upon completion of workshop $33,000.00 Site Factory Theming JumpStart Workshop Upon completion of workshop $16,500.00 Total $66,000.00 ,.
FINANCE~ 8.1.2. Fixed Delivery Services: The fIXed fee costs associated with the Fixed Delivery Services is $710,329.00 USD (Seven Hundred and Ten Thousand Three Hundred and Twenty-Nine United States dollars), to be invoiced as outlined in the table below. In accordance with Client's acceptance preferences, Acquia will invoice 90% of all Dehverables upon Acceptance and the remaining 10% upon the final Acceptance item. The table below outlines the agreed upon price as well as the invoice and acceptance amounts,
Title Description Cost Invoice Amount Kickoff & Discovery Completion of kickoff meeting, delivery of $51,523.00 $46,370.70 project plan and revised architecture plan
Creation of Platform Completion of setup for Acquia Cloud Site $110,000.00 $99,000.00 Factory, and creation of permissions for the Sites
Site Development Completion of all theming and migration of $94,719.00 $85,247.10 40% of content for the Sites
Advanced Features Completion of contributed modules and $97,292.00 $87,562.80 content migration for the Sites
UAT/QA Completion of final QA and client user $47,475.00 $42,727.50 acceptance testing for the Sites
Load Testing Delivery load testing report for lacity.org $33,400.00 $30.060.00
Fixed Delivery Completion of first month of fixed delivery $68,980.00 $62,082.00 Services Milestone work, (Technical Architecture, Management, Payment 1 Testing, Automated Testing & Reporting)
Fixed Delivery Completion of Second month of fixed delivery $68,980.00 $62,082.00 Services Milestone work, (Technical Architecture, Management, Payment 2 Testing, Automated Testing & Reporting)
Fixed Delivery Completion of third month of fixed delivery $68,980.00 $62.082.00 Services Milestone work, (Technical Architecture, Management, Payment 3 Testing, Automated Testing & Reporting)
Fixed Delivery Completion of fourth month of fixed delivery $68,980.00 $133,114.90 Services Milestone work, (Technical Architecture, Management, Payment 4 Testing, Automated Testing & Reporting)
Total $710,329.00 $710,329.00
8.1.3. Consulting Services: The fixed fee costs associated with the Fixed Delivery Services is $35,360.00 USD (Thirty-Five Thousand Three Hundred and Sixty United States dollars), to be invoiced as follows:
Consulting Services Completion of first month of ongoing project management, $8,840.00 Milestone Payment 1 to be billed upon delivery of four (4) weekly status reports
Consulting Services Completion of Second month of ongoing project $8,840.00 Milestone Payment 2 management, to be billed upon delivery of four (4) weekly status reports
Consulting Services Completion of third month of ongoing project management, $8,840.00 Milestone Payment 3 to be billed upon delivery of four (4) weekly status reports
Consulting Services Completion of fourth month of ongOing project $8,840.00 Milestone Payment 4 management, to be billed upon delivery of four (4) weekly status reports
Total $35,360.00
8.2. ODe Expenses: In addition, Drupal-specific software may be required, including but not limited to: JIRA, QA testing tools, and other resources required for implementation. Acquia will invoice and Client pay for actual software expenses incurred by Acquia in connection with the delivery of the services within thirty (30) days of receipt of invoice. Client will be provided summary level expense reporting with receipts. Software specific
"lilnT A '1\.Ttf'I'UIlJtv ODC Expenses will be capped at $10,000 (Ten Thousand United States dollars).
8.3. Payment. Client shall pay all invoices in accordance with the terms of the Master Agreement. Acquia will invoice as per the above payment schedule and triggers.
8.4. Hourly Rates. The following hourly rates will apply to Acquia resources if a change order is required.
GategorY Rate Engagement Manager $221 Technical Architect $221 Drupal Development $221 QAAnalvst $236
9. Rescheduling Fee: Cilent may. without penalty, cancel or reschedule the Services with a minimum of three (3) weeks advance written notice to Acquia. Once the Acquia team has been scheduled with Client for any of the Services outlined above. should Client provide Acquia with less than three (3) weeks advance notice of Client's request to cancel or reschedule the Services, Client will be charged a rescheduling/cancellation fee equal to the Fees associated with the speCific Services Client iscam::elllng or rescheduling (the "Rescheduling/Cancellation Fee"). Acquia will waive the Rescheduling/Cancellation Fee jf Acquia Is able to redeploy the Acquia team to another engagement during the originally scheduled servlces period. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the date first written above.
FlNAN~
Lest Updated 411112014 Exhibit A
Sample Schedule
The foflowing sample schedule is a draft to represent when workshops may occur and when ongoing project management and consulting would take place. Acquia will work in collaboration with Client to refine this schedule and provide updates on an ongoing basis.
This schedule does not contractually commit or obligate any party for scheduling purposes.
FocuslWorksho Consultin Week 1 Kickoff y Week 2 y Week 3 y Week 4 y Week 5 y WeekS y Week 7 y Week 8 y Week 9 y Week 10 y Week 11 y Week 12 y Week 13 Week 14 Week 15 Week 16 Week 17 Week 18 Week 19 Week 20 Week 21 Site Bui/din Week 22 Site Buildin Week 23 Site Buildln Week 24 Site Suildin Week 25 Site Buildin sites 1-3 : QA Week 26 Site Building (sites 1-3): QA Week 27 Site Buildin sites 1-3); UAT Week 28 Site Buildin sites 1-3 : UAT Week 29 Load Testin Week 30 Load Testin y Week 31 Site Bulldin sites 1-3); Final Uedates y WeeJ<32 Launch y Week 33 Post-launch y Exhibit B
Sample Workshop Agendas
The following Is provided as sample workshop agendas. Acquia and Client agree that the team may deviate from this schedule as mutually agreeable 10 best meet the needs of the Client. Deviations from sample schedules cannot impact the scope or timeline without a formal contract change order.
Site Factory Jumpstart
Day 1: Site Factory Basics • Introduction • Site Factory Demo: overview, creating & cloning sites • Creating Site Factory users • Site Groups • Installation • Quick tour and definitions • Acquia Network • User management • Content Creation • Comments
Day 2: Site Factory Overview & Theming Basics
• User roles and permissions • Domain access • Content types • Input formats and filters • CCK Fields .. Files and Images .. Taxonomy • Site Factory Theme Builder Overview
Day 3: Site Factory Building
• URL aliases and Pathauto • Menus • Blocks • Views
Day 4: Site Factory Building
• Views contlnued • Imagecache • User profiles • User and Node references
Day 5: Half day, open Q&A or one-on-one training
Day 6: Advanced Site Factory Building in PaaS
.. Accessing the git repository • Staging code .. Rolling code into production
Day 7-8:Guided Practicum for LACity.org • InstalilACity.org .. Site building .. User privileges • Cloning sites
Day 9: Recap & Group Documentation • Open Q&A • One-on-one training sessions • Group documentation session
Day 10; Half day, open Q&A or one-an-one training
Site Factory Theming Workshop
Week 1: Site Factory Theming Basics
Day 1: Theme Builder Basics Overview: Custom theming and Site Factory Using the WYSIWYG Toolset What can and can't be done with the Theme Builder
Day 2: Advanced Theming Workflows
Using the Advanced CSS area How to collaborate on CSS in SF Use SASS or LESS with SF
Day 3-4: Creating Site Templates - Spin up sites even faster! Creating a basic template for your Site Factory sites How to create minimal styles that you can build on later Group your sites logically and create a basic structure
Day 5: Half day, open Q&A or one-on-one training Exhibit C
In-Scope Modules
Anticipated Modules for The Sites. Acquia may revise and recommend alternate contributed modules to best meet the needs of the Client and support the fixed delivery requirements of this contract.
Drupal7 Modules Anticipated Acquia Connector Features Nodequeue AddThis Features Override Panels Admin Menu Feeds Pathauto Apache Solr Panels Feeds XPath Parser Pathologic Apache Solr Search Field Collection Panelizer Conditional Styles Field Group References Context Flex Slider Secure Pages Context Field Forms API Services Ctools Google Analytics Strongarm Date Libraries Token Diff Link Views Entity API Metatag WYSIWYG Entity Autocomplete Migrate XML Import Entity Reference Node block XML Sitemap Exhibit 0
LA City Migration Information
The following information was used for scoping purposes for the LA City site migration component of the Fixed Delivery Services. Should any details or requirements change, Acquia will need to review and provide a revised estimate.
Sites • laeity.org • lacityview.org • Jadotiacity.org
Current CMS Oracle/Stellant CMS 7.5.2
Data Access Currently in Oracle CMS, all pages stored in the web server file system and combined of different components as the following:
• Data fries (content): xml fries • Layouts (template): hcsp files • Dynamic content: generated to html format by idoc scripts • RSS Consuming: xml files • Meta-data such as document 10. title, and released date etc. are stored in Oracle database. There are no page content stored in the database. Therefore, the size of the database is very small (2G8)
USER INFORMATION
User Profile Fields • Username • Full Name • Password • Email • User Type • User Locale
User data to be migrated • 73 User Accounts • 5 Security Groups o For example, ladotcontributor is assigned to department security group. DP_Contributor role and LADOT _Contributor account. • 10 Roles • Using Native Drupal authentication
TAGS AND VOCABULARIES
1. Document Category List: Agenda. Form. Media, Minutes, Motion. News Flash, Newsletter, Miscellaneous. Press Releases, Report, Statistics, Template. 2. Document Description: Used as keyword search for Lacityorg highlight images. 3. Display & Sort Date (Date Time field): Used to sort document list 4. Lahighlight (Boolean-1fO): To classify the check-in document in highlight section for Lacityorg site. 5, Featured (Boolean - Yes/No): Flag to display the content blog on site homepage.
FILES File Types: Images, Documents (PDF, Word, etc). Total # of Files: 3560 Lacity .org site Native files (pdf, word, gif, Jpeg) - 285 Highlight Images - 2239 Web- assets Images - 15
LADOTsite Native files (pdf, word, gif, jpeg) - 875
lacityview35 site "Images -6 Html pages & txt - 80 XML Rss Feed· 57 Flash File (.swf) - 3
Content Types
1.1 CONTRIBUTOR_BLOGENTRY • -42 fields associated with this type • 22 items of this type to be migrated • XML Files • This content type is used to dassify the document as blog content contribution.
1.2 CONTRIBUTOR_ WEB_CONTENT • -42 fields associated with this type • 1650 items of this type to be mig rated • XML Files and Native Files (MS Word, PDF, Excel, Images) • This content type is used to classify the document as blog content contribution.
1.3 SYSTEM_MEDIA • -42 fields associated with this type • 8 items of this type to be migrated • XML Files and Native Files (MS Word, PDF, Excel, Images)
1,4 SYSTEM_SS]RAGMENTS • -42 fields associated with this type • 3 items of this type to be migrated • XML Files and Native Files (MS Word, PDF, Excel, Images) • Jdocscriptcustom tags requiring interpretation/rewriting in Drupal • HTM L with markup • in .zip file format; contain code snippets written in HTML &idocscripts. These snippets are reused among a1l sites and used for dynamic content features,
1.5 SYSTEM_S8_LAYOUTS • -42 fields associated with this type • 76 items of this type to be migrated • HTML with additional tags • Idocscriptcustom tags requiring interpretation/rewriting in Drupal • Templates in hcsp file extension and associated with the site as layouts.
1,6 SYSTEM_55_PROJECTS • -42 fields associated with this type • 2 items ofthis type to be migrated • XMLFiles • Defines site hierarchy and contain site properties and relationships among the site sections. 1.7 SYSTEM_WEB_AsSETS • -42 fields associated with this type • 2351 items of this type to be migrated • XML Files • HTML Files
II Native Fires • Contains some CMS built-In system functions to validate javascript codes, add caption to images& enable the lacity.org highlight contribution custom feature. Check-in images for lacity.org highlight contribution Exhibit E
Integration Assumptions
Acquia is providing detailed integration assumptions as part of this appendix. Any deviations must be reviewed and documented as part of a formal Change Request process. Deviations from these integration assumptions, or any requirements not expressely outlined in this SOW are not included in the fixed price estimate and would require a Change Request.
LA City (VMW.lacity.org)
Dependency/Special Features Integration Assumptions 1 Homepage Highlights Slideshow - 50 Assumes the scheduling rules and workflow for users who are internal city staff users from Departments reserving headline dates are clearly defined. and Ejected Offices can submit news/announcements via online form. Users should be able to select a photo from a library of 2000 images, and reserve a date when their Highlight can be a headline (the first highlight in the slideshow). They have a max of 14 days for their highlight to remain a headline. Users should be able to see who currently has reserved headline dates so they can contact the individual and request rescheduling if needed. Display max of 8 latest highlights can be available on homepage and the rest available on a "more highlights" page. Highlights are to expire after 90 days of posting. Currently uses jQuery & advanced CSS.
(htto:/lwww.lacity.org/index.htm#box1 wwwJacit~,org/hlghlight$) Top Ten Council Files - consumes an HTIP Assumes that this feed is ingested by Drupal on a periodic basis 2 XML Feed generated by City Clerk CFI to import new content entities. of a single type. Assumes that application. only the content displayed will need to be imported, and that the (hUQ:/IIacity.org/governmentJindex.htm) display and ordering of feed items is provided by the feed XML content. Assumes that there is no requirement to import historical/archive items that are not provided in the XML feed at any given time. Assumes that documentation for feed format and values will be provided by Client, and that the feed is publiclv available over HTIP. Latest Business Opportunities/Bids- Assumes thai this feed is ingested by Drupal on a periodic basis 3 consumes XML feed provided by an in- to import new content entities of a single type. Only the content house application and processed using http displayed will need to be imported, and that the display and port 80 call. ordering of feed items is provided by the feed XML content. There is no requirement to import historical/archive items that (htto;lIIacity,orglbusinesseslindex.htm) are not provided in the XML feed at any given time. Assumes that documentation for feed format and values will be provided by Cllent, and that the feed is publicly available over HTIP. Contact Form - Online form with text fields Acqula understands that Client is interested in 4 or a selection list of Department/Office to be replacinglintegrating internal Cold Fusion, Forms, and integration directed to their contact form, or mailto with database systems. Acquia will allocate 1J2 of one day of the email address. Text field form submission Architecture workshop to review the current setup of this feature utilizes Javascript to validate inputs and an and assess if the modules listed in Appendix C: in-scope HTTP Call to small Cold Fusion application Modules can replace the internal ColdFusion, Forms, or to process form inputs. All form inputs will integration with database systems, If not, the City will either be emailed to predefined contacts in html maintain the current setup, Or modify it as necessary to be able format. to use the modules listed in Appendix C: In-Scope Modules,
(httQ:lllaci!y_orgfSubmitF~edbacklindex_htm) Assumes that the Submit Feedback contact form can be a basic HTML form that submits a POST request to a service callback with no transformations. Form validation is limited to requiring that fields are filled in and that email address input has a valid format.
Assumes that jf Client leverages modules outside of the scope of this contract. work would be completed after acceptance on Acquia fixed price defiverables. Co-development under the fixed price model cannot be supported unless otherwise approved by both parties via a Chance Request Submit Feedback - Similar to contact form Acquia understands that Client is interested in 5 above. Appears on every page with service replacing/integrating internal Cold Fusion, Forms, and integration detail information. Feedback is sent to the with database systems. Acquia will allocate 1/2 of one day of the email address of the staff responsible for Architecture workshop to review the current setup of this feature the service info with a CC to the 311 Call and assess if the modules listed in Appendix C: In-Scope Center Modules can replace the internal ColdFusion, Forms, or (hltg;:lflacil¥ "org/C itvwideServices/ServlceOeta illin integration with database systems" If not, the City will either dex.htm?laSeNiceld=2733) maintain the current setup, or modify it as necessary to be able to use the modules listed in Appendix C:ln-Scope Modules.
Assumes that the Submit Feedback contact form can be a basic HTML form that submits a POST request to a service callback with no transformations, Form validation is limited to requiring that fields are filled in and that email address input has a valid format
Assumes that if Client leverages modules outside of the scope of this contract, work would be completed after acceptance on Acquia fixed price deliverables. Co-development under the fixed price model cannot be supported unless otherwise approved by
L....-...... both parties via a Change Reguest Subscription to Meeting Agendas, Minutes, Assumes the IFRAME tag will be managed by editing the HTML 6 and other Documents - users input their code for the given page's content. name, email address and subscribe to Assumes IFRAME contents will continue to not be responsive. receive email notifications of specific meetings and agendas. Uses IFRAME to embed Early Notification System HTMl pages (legacy in-house CF ENS application) hosted on 32WEBLA 1 server via port 80 http (hltQ:lllacily:.orgfgovernmentlSubscrig:!ionslcouQci Jadhoclindex.htm httQ:/llaci!l.org/governmentJSub§criQtionsfCol1ncii OffrceC!tlControllerCi!:~AttornevSubscriQljonsfind ex.htm httQ:lllacilY.or.g!governmenUSubscriQtionsfCommi ssionCommittee8oardfindex.!llm htt[!:!!lacr~.orgfgovernmen!iSubscriQtionsfOlherC i.!:'iCommlHeeSybscriQtionsllndex.htm httQJ/facit',.org/governmentiSubscriQtions/Neighb orhgodCounci/stindex.hIm httQ:lllaci!.y:.org/governmentlSUbscriQtigns/CI!.y:De partments/index.hlm httQ::llfaCity.orgfgovernmentiSubscriQtionsJElectio nDocumenlslindex.htm?laCaleoorv=3133) 7 Homepage Today's Meetings - Source Assumes that this feed is ingested by Drupal on a periodic basis XML of aU meetings scheduled for the day. to import new content entities of a single type. Only the content displayed will need to be imported, and that the display and (htlQ:lllacily:.orgllndex. htm#box2) ordering of feed items is provided by the feed XML content. There is no requirement to import historical/archive items that are not provided in the XML feed at any given time. Assumes that documentation for feed format and values will be provided by Client, and that the feed is publicly available over HTIP.
8 Homepage Upcoming Events - Source Assumes that this feed is ingested by Drupal on a periodic basis XMl is updated every hour, but page . should only display latest and future events to import new content entities of a single type. Only the content displayed will need to be imported, and that the display and as of the current web server time. ordering of feed items is provided by the feed XML content. (http://lacily.orgflndex.htm#bQx2) There is no requirement to import hlstortcat'archive items that are not provided in the XML feed at any given lime. Assumes that documentation for feed format and values will be provided by Client. and that the feed is publicly available over HTIP.
9 Citywide Calendar, Council Calendar, and Assumes that this feed is ingested by Drupal on a periodic basis Public Meeting Calendars - Sources are a to import new content entities of a single type. Only the content public path to specific ColdFusion file displayed will need to be imported, and that the display and generating XML format data ordering of feed items is provided by the feed XMl content. There is no requirement to import historical/archive items that (http://lacity.org/CityCalendarlindex.hlm are not provided in the XML feed at any given time. Assumes that documentation for feed format and values will be provided htlQ:lllacity:.org/governmenUElectedOfficiaIO by Client, and that the feed is publicly available over HITP. ffices/Cit}!CounciIlCouociICalendar/index. hi .!!!
htll2:1llacity.org/governmentlPublicMeetiogs! index.htm) Media Site Search Results - site search Acquia understands that Client is interested in 10 result page displays site results from replaCing/integrating internal ColdFusion. Forms, and integration Go091e Custom Search engine and media with database systems. Acquia will allocate 1/2 of one day of the results from a Granicus API search. The Architecture workshop to review the current setup of this feature search form passes the keyword as a URL and assess lf the modules listed in Appendix C:ln-Scope parameter and calls a Cofdfusion Modules can replace the internal CotdFusion, Forms, or application to process JSON feed from integration wilh database systems. If not, the City will either Granicus API to convert to XML format. maintain the curren! setup, or modify it as necessary to be able to use the modules listed in Appendix C:ln-Scope Modules. (http://laci!y.org/SearchResultsllndex.htm?g=tras h&laPageNumber-= 1&laResultCount= 1O&laMatch Assumes that the results from Granlcus API Search be ing=phrase&cx=005408628472521677429%3A3 will yyavk2hghi&cor-FORID%3A 11&ie=UTF-B) displayed separately from other search results, but on the same site result page. Assumes API request will be performed on- demand for search queries. Assumes API is usable and documented returning HTML (for use as-is), XMl or JSON as well as either public and/or basic authentication (Le. not SOAP or similar).
Assumes that if Client leverages modules outside of the scope of this contract. work would be completed after acceptance on Acqula fixed price deliverables. Co-development under the fixed price model cannot be supported unless otherwise approved by both parties via a Change Request.
Most Requested 311 Services - Five main Assumes that this feed is ingested by Drupal on a periodic basis 11 options on the site's mega menu Jist a to import new content entities of a single type. Only the content different set of top ten most requested 311 displayed will need to be imported, and that the feed content will services. These are generated dynamically be displayed content lists and search but will link offsite. from slats of 311 call center & Citywide Assumes there is no requirement to import historical/archive Sservice Directory (CSD) application hits, items that are not provided in the XML feed at any given lime. CSD application updates the XMl Feed Assumes that documentation for feed format and values will be weekly. CMS calls these XML files via http provided by Client, and thaI the feed is publically available over 80 and processes them using RSS Feed HITP. component which available from the current Stellent CMS software.
(http://Jacity,org/index.htm) 311 Service Details - Many of lacity.org Acquia understands that Client is interested in 12 pages are "service detail pages" of specific replacing/integrating internal ColdFuslon, Forms, and integration City services. Content of a service detail with database systems. Acqula will allocate 112 of one day of the page consist of contact info, website, Architecture workshop to review the current setup of this feature address with driving directions. and a form and assess ifthe modules fisted in Appendix C:ln-Scope to submit feedback regarding to the service Modules can replace the internal CoJdFusion, Forms, or etc. Currently, content is retrieves from integration with database systems. If not, the City will either internal CSD 311 Database. maintain the current setup, or modify it as necessary to be able to use the modules listed [n Appendix C:ln-Scope Modules. (htlp:/JIaclty.org/CitywideServices/ServiceDelailfin dex.htm?laServlceld,,;2733) Assumes that the results from CSD 311 Database will be displayed separately from other search results. The API request will be performed on-demand for search queries, and that no content transformations are needed for the display of the API results On page in HTML format.
Assumes that if Client leverages modules outside of Ihe scope of this contract. work would be completed after acceptance on Acquia fixed price deHverables. Co-development under the fixed price model cannot be supported unless otherwise approved by ~~ .~ ~ __ ~~b~o~th~pa~rt~i~es~v=ia~a~C~ha~n~g~e~R~egxu~e~s~I. ~ 13 List of Live/On-Demand Video/Audio - List Assumes the IFRAME tag will be managed by editing the HTML of links to public meetings hosted and code for the given page's content. Assumes IFRAME contents streamed by Granlcus, Currently the site will continue to not be responsive, uses IFRAMEs to embed Laclty.qranlcus.com templates.
(htlg:f/www.lacitl:,om/governmenIlElectedOfficial Offices/Cit!lCouncillCouncilanaCommitteeMeetin gs/CouncIiMeetingVideolindex.htm?laCategO!y=:1 815
httg:llwww.lacit~.orgfgovernmenUElectedOfficia!O ffices{Cit~CounCirfCouncilandCommltteeMeelings ICounciICommitteeMeetingAudiotlndex.htm?taCa tecorv=1814) 14 Latest YouTube Video - Uses a JQuery Assumes the Jquery/Javascript code will be managed by editing script to consumes the YouTube JSON feed the HTML code for the given page's content of "ITAMobileDev" account, which aggregates the City's YouTube channels into one collection. The newest video out of the feed is published.
(htto;/llacitv.orc/index.htm#box3) 15 LA Cityview 35 & Citywide Media - Source Assumes that Granicus JSON feed is publicly available, ITA will data is a public path to a JSON feed provide the logic for the output display, and access to LA provided by Granicus that contains a long Cityview 35 program schedule will be publicly available via XML list of available media. The JSON needs to feed. be further analyzed programmatically to display a limited number of media, and indicate how many and which are "live" or "on air" on LA Cityview 35, On air status is determined by checking LA Cityview 35's program schedule.
(htto:f/tacitv.ofo/index.h!m#box3\ Social Media Feed - At the bottom of Assumes the Jquery/Javascript code will be managed by editing 16 lacity.org homepage, the latest tweet pulled the HTML code for the given page's content. from an aggregation of City Twitter feeds. Once the visitors click an View More City Tweets, they are taken to a page with more of the latest tweets, It leverages Tweeter Embeddable Timefine API with Jquery/Javascript plugfns.
(http://www.lacitv.org, htlp://www.lacilY.orgftweetslindex.htm) 17 Weather Info and Image" On the top across Assumes the Jquery/Javascript code will be managed by editing all page of the site is a visual the LA latest the HTML code for a header content block. weather conditions from weather.com displayed using SimpleWeather jQuery library.
,--~(.:!~tewide) 18 Job Opportunities - Two sets of latest ten Acquia understands that Client is interested in job opportunities. A small Coldfusion replacing/integrating internal Cold Fusion, Forms, and integration application consumes the RSS feed from with database systems. Acquia will allocate 1/2 of One day of the http://agency.governmenijobs.com/jobfeed. Architecture workshop to review the current setup of this feature cfm?a,gency=lacity & and assess if the modules listed in Appendix C: In-Scope http://suite.agile1.com/Core/RSS/NewJobs. Modules can replace the internal ColdFusion. Forms, or aspx?c=gscdXZmKUjEaN4661 VhxMw%3d integration with database systems. If not, the City will either %3d and performs sorting. It generates a maintain the currentsetup, or modify it as necessary to be able daily XML feed. The XML files is processed to use the modules listed in Appendix C: In-Scope Modules. via http port 80 call and Stellent RSS feed component. Assumes that if Client leverages modules outside of the scope of this contract, work would be completed after acceptance on (httQ:fJIacl!~.orgfjobseekers/index.blm) Acquia fixed price deliverables, Co-development under the fixed price model cannot be supported unless otherwise approved by both parties via a Chance Request. 19 Megamenu navigation - has on-state Assumes that the maintainability and overall value of navigation; uses jQuery and advanced megamenus utifizingjQuery and advanced CSS (vs. static or CSS; and has Most Requested services regular dropdown menus) will be considered during architecture listings described in #9 for each main tab workshop and prioritized against other site needs. (All pages) Assumes that menu item content will change over time, but that (httQ:J/Iacity.org) the overall positions and lengths of each item within the megamenu flyouts will not need to change without associated theme ess updates.
Assumes megamenu content is not visible on mobile layouts.
20 Secondary menu/navigation - uses jQuery Acquia understands that Client is willing to replace current use and advanced ess for on-state navigation of jQuery and advanced CSS. Acquia will allocate 1/2 of one (All pages) day of the Architecture workshop to review the current setup of this feature and assess if the modules listed in Appendix C: In- (http://Jacily.org) Scope Modules can replace the internal ColdFusion, Forms, or integration with database systems. If not, the City will either maintain the current setup. or modify it as necessary to be able to use the modules listed in Appendix C: In-Scope Modules.
Assumes that if Client leverages modules outside of the scope of this contract, work would be completed after acceptance on Acquia fixed price deliverables. Co-development under the fixed price model cannot be supported unless otherwise approved by both parties via a Change Request. 21 Multiple Site Domains - The official City Assumes that both domains must be acknowledged, but that website has Lacity.org & Cityofla.org, redirects may be redirected to a canonical domain name though best practice may be to have Oacity.org). Cltvofla.oru redirect to l.acity.orq 22 Neighborhood Resources Input Form- Assumes that this is a static form that submits to Entering a street address or intersection neighborhoodinfo.lacity.org (as it does now) and that the that is within the City boundaries will return functionality of neighborhoodinfo.lacity.org does not need to be various city district and tract information. replicated in Drupal,
(http://lacity.org#box4 hftQ:lllacil:i.orglresidentsflndex"htm) - 23 311 Citywide Service Directory Search - Acqula understands that Client is interested in Connects to 311 internal DB2 database to replacing/integrating internal Cold Fusion, Forms. and integration display aU search field options. The search with database systems. Acquta will allocate 1/2 of one day of the form passes the search field values to in- Architecture workshop to review the current setup of this feature house Coldfusion web services API to and assess if the modules listed in Appendix C; In-Scope retrieve results Modules can replace the internal CoJdFl1sion, Forms, or (httQ:IIW\WlJadt~.org!Cjt~jdeSelVfcesflndex Assumes that this feed is ingested by Drupal on a periodic basis to import new content entities of a single type. Only the content displayed will need to be imported, and that the feed content will be displayed content lists and search but will link offsite. Assumes there is no requirement to import historical/archive items Ihat are not provided in the XML feed at any given lime. Assumes that documentation for feed format and values will be provided, and that the feed is publicly available over HTTP. Specifically. we are assuming that the site is not required to connect to a DB2 database and if the function is not replacable, a usable and documentedXML or JSON API Is available to retrieve both search field options and results. Assumes that if Client leverages modules outside of the scope ofthis contract, work would be completed after acceptance on Acquia fixed price deliverables. Co-development under the fixed price model cannot be supported unless otherwise approved by both parties via a Chance Request. MyLA311 Service Request - IFRAME used Assumes the IFRAME tag will be managed by editing the HTML 24 to embed a service request form that allows code for the given page's content. users to submit requests to the MyLA311 service request system. (!illP :/Iwww .Jacity.org/MyLA311/ServiceReguestJi ndex.htm) 25 Dynamic Homepage Feature Areas- None. Homepage contains most recent highlights, most recent citywide media with indicators of how many are "on air" and "live", and upcoming events. (www.lacitv.oro\ 26 For Visitors and For Residents Photo Assumes these are contributed via e-mail and uploaded to the slideshow - slideshow of photos with site by editorial staff. captions that are all user contributed (htto:llwww.lacitv.oro/residents/lndex.htm) 27 Homepage Photo slldeshow- slides how of Assumes HTML content within slideshow follows a standardized photos as background with ability to include layout. HTML to provide links, includes controls to rotate through photos, and a photo info area that as show/hide control. -~ ..fl1ttp:/~~cit~.or9/jndex.htmt -'------28 Responsive Design - Complicated CSS & Assumes that responsive support only includes a mobile javascript to change design between breakpoint in addition to the desktop view. Assumes that only desktop and mobile screen size. Current the latest version of default browsers for iOS and Android responsive design considers screens phones are supported. measuring 480px width or smaller and Assumes that page elements or pages that are not currently provides fixed width elements. Using responsive (for example, IFRAME content or megamenu f1yout javascript to change fixed width to flexible. content) will not be made responsive as part of this Project. An improved responsive design would support all mobile device screens (layout with flexible divs). (sitewide) 29 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web Content Compliance - Current site developed with Accessibility Guidelines in mind and under the assumptions website accessibility in mind and verified by listed here. Acquia wfJIallocate one (1) hour of the Architecture in house Section 508 Compliance workshop to meet with the in-house Section 508 coordinator to Coordinator understand the Client's accessibility standard and compliance verification process. Acquia will assess if compliance can be (sitewide) achieved with the modules listed 111 Appendix C: In-Scope Modules. If not. Acquia will determine the impact to the scope adding additional modules will have and provide a revised budget and timeline. Assumes the site visual design and IA is currently accessible and also can be implemented in an accessible manner. Assumes that site content editors are already aware of, and will follow best practices when writing/entering content. Assumes that full flashlmultimedia accessibility (which Is challenging, especially for some types of interaction) is not required, and any non-accessible flash/multimedia content will have alternative content produced. Assumes automated testing of full site, together with manual assessment of a sample of eight (8) pages for issues that are not findable by automated test. Assumes that page elements or pages that are not currently 508 compliant are not required to become compliant through this project. Lacityview 35 (www.lacityview.orn) Note: This site makes significant use of iframes and Flash features, which, by nature are not responsive. We assume that items such as these that are not currently responsive will not be made responsive as part of this effort. ._" Dependency/Special Features Integration Assumptions -- 1 Live LA Cityview 35 broadcast - live web Assumes the IFRAME tag will be managed by editing the HTML streaming of Channel 35 provided by code for the given page's content. Granicus (htto:/IIacllwiew.om) 2 Homepage Featured Programming - uses Acquia understand that the Client wishes to allow content jQuery library to rotate through thumbnails authors to update content and will replace jQuery with a Drupal and links contributed module from the list of in-scope modules in Appendix c.ln-scope Modules. (htID:/lfacitvview,orn) 3 Video Category Navigation - provides Assumes the video categories are managed using native Drupal navigation links to video program categories, entities (i.e. taxonomy). then to the Program Pages Assumes the user interface for navigating categories may be (silewide) simplified (e.g. with links opening on new pages), if this allows for a demonstrable improvement in the user experience of the site. 4 Episode Listing and Player - available on Assumes the XML feed contains information required to produce the Program Pages, the source data for the embedded player. episode listings comes from Granicus XML feed; link for each episode triggers the Assumes that if the Flash JavaScript integration used by the episode to play in an iframed video player Flash program guide to control the video player is not authored in on same page a portable way, that program links may load a page, rather than controlling the video player. (e.g. hUQ:flwww.laci!1vJew.or,glla12d.hlm?link=9uidelUnks safe~.ht Ill) 5 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web Content Compliance - Current site developed with Accessibility Guidelines in mind and under the assumptions H$ted website accessibility In mind and verified by here. Acquia will aUocate one (1) hour of the Architecture in house Section 508 Compliance workshop to meet with Ihe in-house Section 50S coordinator to Coordinator understand the Client's accessibility standard and compliance verification process. Acquia will assess if compliance can be (sitewide) achieved with the modules listed in Appendix C: ln-Scope Modules. If not, Acquia will determine the impact to the scope adding additional modules will have and provide a revised budget and timeHne. Assumes the site visual design and IA is currently accessible and also can be implemented in an accessible manner. Assumes that site content editors are already aware of, and will follow best practices when writing/entering content. Assumes that full flash/multimedia accessibility (which is challenging. especially for some types of interaction) is not required, and any non-accessible flash/multimedia content will have alternative content produced. Assumes automated testing of full site, together with manual assessment of a sample of eight (8) pages for issues that are not findable by automated test. Assumes that page elements or pages that are not currently 508 compliant are not required to become compliant through this Project. LA Department of Transportatlonuadot.lacltv.oro) -- Dependency/Special Features Integration Assumptions ...... 1 On-state Navigation - site menu navigation None. has visible on-state and supports a 3 level hierarchy re.Q. htfD:/IIadoUacitv.orolHowDojlindex.h!m \ _. 2 Site Banner - uses lQuery for a slideshow None. effect; content author contributes photos and text (htto:/lladot./acitv .oral) 3 What's New - on homepage, provides a Assumes the Jquery/Javascript COde'will be managed by editing scrolling list of headlines based on the HTML code for the given page's content. information published on a What's New page (http://Iadotlacity.orglWhatsNew/index.htm) (http://ladot.lacitv.or.9, htto:llladot.lacitv.orQM'hatsNew/index.htm) 4 Press Releases - Provides t-step Assumes metadata regardlng uploaded documents (e.g. lilie, publishing for the content author by having date) is added by the content author as part of uploading the the page automatically add new uploaded document, not pulled from uploaded file metadata. documents to a list The list contains links and dates based on metadata of the uploaded document. (httQ:llladot.lacit~.orglWhatWeDo/AboutUsl PressReleaseslindex.htm) 5 Online Payment forms - currently simple Assumes these are static HTML forms, embedded into the forms that do not collect personal content for these pages. information. Some forms have a drop-down list of names that are hardcoded. Form Assumes that the form submits a POST request to a service data is passed to help pre-populate a callback with no transformations. secure online payment form httQs://wwW.m~irtualmerchant.comNirtual Assumes no on site form validation is needed. Merchant/process.do IhttQ:1/ladotJacilY.ora/HowDollHowOoIMakeanOnrtnePID:me nVindex.hlml 6 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web Content Compliance - Current site developed with Accessibility Guidelines in mind and under the assumptions listed website accessibility in mind and verified by here. Acquia will allocate one (1) hour of the Architecture in house Section 508 Compliance workshop to meet with the in-house Section 508 coordinator to Coordinator understand the Client's accessibility standard and compliance verification process. Acquia will assess if compliance can be (sitewide) achieved with the modules listed in Appendix C:in-Scope Modules. If not, Acquia will determine the impact to the scope adding additional modules will have and provide a revised budget and tlrneline. Assumes the site visual design and IA is currently accessible and also can be implemented in an accessible manner. Assumes that site content editors are already aware of, and will follow best practices when writing/entering content. Assumes that full flash/multimedia accessibility (which is challenging, especially for some types of interaction) is not required, and any non-accessible flash/multimedia content will have alternative content produced. Assumes automated testing of full site, together with manual assessment of a sample of eight (8) pages for issues that are not findable by automated test. Assumes that page elements or pages that are not currently 508 compliant are not required to become compliant through this Project. ~--. cc ______Exhibit F Site Traffic Requirements (provided by Client on 2/7/2014) City of Los Angeles flaeity,org} Based on traffic from January 1, 2013 to December 31 , 2013: • average unique visitors per month o 214,906 • average unique visitors per day o 7,065 • highest traffic spikes o Highest spike in traffic between days is usually Sunday to Monday, or Holiday to Workday. The highest seen increase in visits between 2 consecutive days were: • Jan 1-2, increase in 8,532 visits • Sep 29-30, increase in 8,033 visits Q The highest number of visits in a day was 15,968, which occurred on Tuesday, October 22,2013. The lowest number of visits in a day was 2,228 on Wednesday, December 25, 2013. The next lowest WaS 2,308 on a Sunday (normally the day with lowest visits) December 14, 2013. • highest traffic within a 1 hour period (and delaHs around the specifics of the event) o There does not appear to be any significantly high traffic within an hour for the year 2013. So far, the only event that created a significant impact to a City website was in July 2009 where logs showed that there were up to 5,006 hits to a particular file within one hour and up to 178 hits within a minute for the same file. a This occurrence was due to media coverage oflhe Mayor's Office asking for online donations to help pay for the cost of the City providing public safety services for a large special event. • information on how your site has stood up to traffic in the past (i.e. any areas of specific concern) a Cuts in server and network admin resources have reduced the City's ability to monitor sites for spikes in traffic, and the ability to recover fast when site access and performance are affected. LA Citvview 35 (lacitvview.org) Based on traffic from January 1, 2013 to December 31, 2013 (as measured by an old web stat system, and not Google Analytics): . • average unique visitors per month o 9,547 average sessions a month & average unique visitors per day o 314 average sessions a day • highest traffic spikes o increase in 4,115 pageviews between 2 consecutive days • highest traffic within a 1hour period (and details around the specifics of the event) o Best stat I can gather is 126 sessions in one hour in the month of April. This is probably due to Budget and Finance Hearings that are streamecllive. • information on how your site has stood up to traffic in the past (i.e. any areas of specific concern) o No concerns about the web traffic Most concerns for this site have to do with the availability of live and on-demand videos that hosted with Granicus.com. LA Department of Transportation (Iadot.lacity.orgl Based on traffic from October 1, 2013 to January 31, 2014 since new site launch in late September 2013.: average unique visitors per month o 20,556 • average unique visitors per day o 685 • highest traffic spikes o The highest seen increase in visits between 2 consecutive days were: • Dec 31, 2013·Jan 1,2014 -Increase in 1,916 visits • Jan 19·Jan 20 - Increase in 3,664 visits o During the only 4 full month period with stats available (October 1,2013 to January 31,2014), the highest number of visits in a day was 5,332, which occurred on Monday, January 20,2014. The lowest number of visits in a day was 195 on Sunday October 20,2013. • highest traffic witMn a 1 flour period (and details around the specifics of the event) I.) 590 visits on Monday, January 20, 2014. This is probably due to the Martin Luther King, Jr. holiday where there is a parade and related lane closures. o For additional info, the annual LA Marathon is an event that would most likely draw the most site traffic. Stats are not readily available for LADOT.Jacity.org around the time of the 2013 LA Marathon, but I do have stats from another similar website covering the even that shows the following increase in site traffic: • highest traffic within a 1 hour period is 5,029 visits on March 17.2013 • highest traffic spike was 18,808 visits from Friday March 15 to March 16 information on how your site has stood up to traffic in tile past (i.e. any areas of specific concern) o This site was launched in late September 2013 and so far there are no concerns regarding this performance of the site. Acaulc·· APPENDIX C ORDER FORM FOR ACQUJA CLOUD SITE FACTORY HOSTING SERVICES WITH SUPPORT This Order Form ("Order") is by and between City of Los Angeles located at 200 North Main St., Room 1400, Los Angeles, CA 90012(the "CITY"). and Acquia lnc., located at 25 Corporate Drive, Burlington, MA 01803 ("Acquia") and shall be governed by the CONTRACT, dated 2014 (the "Master Agreement"). By signing this Order, Client agrees and accepts the terms of the Master Agreement. Any terms used herein but not defined will have the meaning ascribed to such term in the Master Agreement. This Order is effective on the date of the last date on the Signature block below (the "Effective Date"), 1, SERVICES, SUBSCRIPTION TERM AND FEES, The CITY is purchasing a three (3) year subscription fO( the Services indicated in the table below (the "Subscription") and as more fully described in the Master Agreement. The Subscription will begin on the Effective Date and continue for the period indicated above (the "Initial Term"). The Initial Term shall only renew by the parties mutual, written consent. Should the CITY renew this Subscription for up to an additional two (2) years, then the Fees outlined herein shall remain unchanged (the "First Renewal Term"), Thereafter, should the City renew this Subscription for up to an additional five (5) years, the Subscription rates for such subsequent renewal terms will not increase by more than the greater of CPI or five percent (5%) over what the CITY paid for the preceding term (the "Additional Renewal Term"), The CITY will pay the Subscription fees noted below (the "Fees") annually in advance to CONTRACTOR for the Subscription. plus the one-time fees noted below for the first year of the Subscription. The CITY will pay all Fees for the entire Subscription whether or not the CITY uses the Services or all the support to which it is entitled in the Subscription, The CITY will make any fee payments for renewal at the end of each expiring Subscription period, Annual Subscription I Services Description" Services Included" Fees Contract Year Value Years 1 Up to 1MM ~ Acquia Cloud Site Subscription Tier: C $90,000 $90,000 Factory Monthly Page Views (4) o SaaSTier I. Up to 100 GB Bandwidth 15) . U SaaS+Tier l Up to 250 GB g Paafs Tler Storage (5) r File System Subscription Size: Storage for 250 GB(2) I:: Diagnosis Support ~Small L 12 Advisory Support hours (Enterprise OMedium Only) [ OLarge Remote Administration (PaaS tier oCustom only) Acquia Network (PaaS Tier - onlv) 'Years 2-3 Acquia Cloud Site Subscription Tier: I Up to 1MM i!f Factory with Elite Monthly Page Views (4) $130,000 $130,000 Support o SaaS Tier r. Upto 100 GB Bandwidth (5) SaaS+Tier o l Up to 250 GB f!f PaaS Tier Storage (5) I File System Subscription Size: Storage for 250 GB(2) I Diagnosis Support if Small with unlimited support tickets and Advisory o Medium Support Large c Remote o Administration (PaaS tier r--1 only) ,-_. Custom I Acquia Network (PaaS tier only) 10 Monthly Advisory Hours with TAM (not to exceed 10 hours per month) Total for Year One $90.000 Total for Year Two f-----.- $130.000 . -- .. Total for Year Three $130,000 .- Total for Initial Term $350,000 (1) Acquia has recommended the server sues listed above based on the information provided by Client to AcqUia In the Acqula Hosting QUestionnaire. Which is attached hereto as Atlachment A-1. If Acqula determines that such servers are Insufficient to properly host the Website(s), Acquia will inform Client and provide to Client us recommendation for additional capacity, which wlll be provisioned at Client's expense. (2) Any monthly usage in excess will be charged in arrears at $25.00 per 100 GB of bandwidth and $50.00 per 100 GB of storage. (3) Additional SSL certificates requested by Client will be billed at $200.00 per certificate per year. (4) Any monthly page views in excess will be charged in arrears at $8.33 per 1,000 page views per month. (5) Any monthly usage in excess will be charged in arrears at $25 per 1.000 page views per month per 100 GB of bandwidth and $25 per 1,000 page views per month per 100 GB of storage. (6) Acquia Cloud Site Factory supports one optional wildcard SSL certificate per subscription. 2. COVERED SITES ("WEBSITE(S)") FOR ENTERPRISE AND ELITE SUBSCRIPTIONS ONLY. 3. DATA CENTER LOCATION. Acquia will host the Website(s) from a datacenter location in the United States unless otherwise indicated below. Please check one of the following: CI US -East ~ US-West Cllreland CISingapore Cl Australia 4. AUTHORIZED CONTACTS. The following table lists Client's primary contact to whom all matters requiring escalation will be addressed. Name: Name: Title: Title: Email: Email: Phone: Phone: IN WITNESS WHEREOF, each of the parties has caused this Order to be executed on its behalf by its duly authorized representatives and agrees than an electronic signature of a duly authorized representative constitutes a valid signature for such party. ACQUIA By: ~~ *'1r Name: __ Title: _ Date: _ v032014 2 APPENDIX D ACQUIO" ACQUIA PRODUCTS & SERVICES GUIDE Ac 10 O'R8\~Ir~fT. DRUP;\L I-I , FINANCE/Iv'- The terms of this Acqula Product & Services Guide ("Guide") is incorporated into the Master Services Agreement between Client and Acquta. 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 ACQUIA WEBSITE HOSTING SERViCES . . " 11 Acqula 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 Fai/over . .. 17 DEFINITIONS .. . 18 2 ©2013 Acqula, Inc. All Rights Reserved v112013 ACQula" 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). Acqula will identify and diagnose the root cause of a reported issue and provide Client with recommendations for repair to be implemented by Client. Drupa! core, contributed and custom modules • CiviCRM Drupal contributed and custom themes • Shibboleth Website(s) configuration and usage tasks; • MoodIe Drupal modules or themes not lnteractinq as • Magento expected • Wordpress Website(s) not operating as expected within its • Disqus environment • piwik Git • vBulietin 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 sun setting • Applications that require compiled standalone libraries (not php support of an N·2 version. extensions) • Version control applications that are not Git or SVN 1.2. Diagnosis Support for Site Factory Enterprise and Site Factory Elite Support. Subscriptions: InScope. Diagnosis supportincfl1dessupporti'ssues with: , (Jut.··Of.S~ope,[)i~gnq$i$ ~u~P9rta~~~hqtin(;II!~~,·.~i~O~f,·.::· ....•...... : ." lirnitati9ri;i~su~~ .W:ittl~h~·f()llgW:lri9~.~J1fi.c)19SI~S:/.L::';-';::,';:i;':\ •... SaaS, SaaS+ and PaaS Tier Subscriptions: Site Factory Platform administration features and configuration Webslte(s) configuration and theming through Site CiviCRM Factory Platform Drupallnstance Dlsqus Website(s) not operating as expected within its Magenta environment Moodie 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 Iheming through Site. vBulletin Factory Client Drupallnstance 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 • Word Press Site Factory Platform Version Control 3 ©2013 Acquia, Inc All Rights Reserved v112013 ACQula~ 1.3 Diagnosis Limitations, Client customizatlons to Drupal core files may limit Acqula's ability to diagnosis issues. Acquia may recommend or require such modifications be removed in favor of alternate solutions using standard Drupal core and contributed modules, or by using other standard, published core patches, Furthermore, diagnosis support may not be possible with modified Drupal core, certain integrations or custom modules. Diagnosis support does hot include assistance with the lnstaltation, 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 10 troubleshoot Drupar issues .. Acquia may require Client to upgrade to a later or more stable release of a Drupal module or component before continuing with the diagnosis of an issue. Acquia may require the substitution of a Drupal module or modules for similar suitable module(s} for Crient 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 Acqula 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 specltled 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 folJowing 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 Drupallnstance 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 Drupal Instance Additional services for PaaS Tier Subscriptions only: o Client version control of Site Factory Drupal Modules and Site Factory Client DrupaJ Instance through Git o Client deployment of Site Factory Client Drupallnstance 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 TechnicalAccount Manager assigned to Client for the number of TAM advisory hours specified on Client's Order, 4 ©2013 Acquia, Inc. All Rights Reserved v112013 4.1 In-scope Activities. The TAM will provide Cllents with guidance, best practices, training, recommendations and/or consultation on the development. deployment or operation of. Orupal, 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 Drupal 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 APfs, 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 Drupallnstance. 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, bi-weekly 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 meelings 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 wifl 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, Acquta 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. AI 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 complelion of the revlew. At Clienl's request, Acqula 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 ©2013 Acquia, Inc. All Rights Reserved v112013 ACQUIO' 5.3 Full Performance Assurance. Acquia will audit one Website (one code base) per quarter for adherence to Drupal 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 CHent'sOrder, Client wilt 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 Drupal by leveraging economies of scale to address the toughest challenges with the Drupal 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 Drupal 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 Drupalleadership 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 provlslons 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 mEisunrelated to the performance of Acqula'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 Acqula'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 QNdeveJopmentltest 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, Drupal core modules, and customized Drupal extensions. It is also understood by Client that in performing the services, and specifically providing Drupal and website administration, updates, patches, changes and improvements to anyone 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 Acqula, Inc All Rights Reserved v112013 7.1 ln-Scope Activities. The types of Drupal administration tasks that are typically within the scope of RA services are: o Security updates for Drupal 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 Drupal 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 Drupal to the Website(s} • In-depth performance or security analysis • Content management, creation, or translation • Graphic design • Usability oraccessibiJity testing • Site load testing if expressly included in Client's Order Acqula will not configure, diagnose, administer or repair: • DNS or domains names • Non-Acquia cloud hardware • Software not directly related to running Drupal • Integrations - (will diagnose up to the Drupal Integration point) 8. AGQUtA NETWORK SERVICES. Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PeaS Subscriptions include access to the Acquia Network, which includes the Acquia library, Acquia Toofs and Third Party Services, 8.1 Acquia Tools. As part of each Support Subscription, Acquia provides Client access to the Acqula 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 Cllent under the existing terms of such llcensets). Subject to Client's compliance with these terms and conditions and the Master Services Agreement, Acquia hereby grants to Client a non-exclusive, non-transferable, revocable license for Client and its Users to access and use the Acquia Tools 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 Acqula and its licensors. There are no implied rights. 8.2 Acquia 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 Acquia 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) Acqula'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. 7 ©2013 Acquia, Inc AI! Rights Reserved \1112013 1,500 2,500 MB 5,000 MB 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, Acqula 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 0 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. Acqula 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. Acqula 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-Critica! 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: a Online Ticket: Client will make requests of Acquia support through Acquia's online ticket management system accessible via the Acqula Network on acquia.corn, o Phone: Monday - Friday (determined by Client's address) 888-922-7842 or 978-296-5250 (Americas) 8AM-8PM Eastern Time (44) 1865520011 (Europe) 8AM-6PM Central European Time (61) 284168 021 (APAC) 8AM-6PM Australian Eastern Time There are no business hours during Acqula and public holidays in the applicable region. Acquia holidays can be found at http://forums,acquia.com/holidays, o When submitting a ticket, Cilent 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 Acqula will evaluate the request and provide an initial response within the time determined pursuant to Section 10.2. o Client will work with Acquia fa 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 onhne ticket system to confirm details and initiate diagnosiS. o If Client makes a request by phone, Acqula will open a ticket on Client's behaiffor tracking the issue through resolution. 9.2 Critical Requests Support for Critical requests is available 24x7x36S. 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 deslqnate 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 voice mail. Client will leave a message with the name and phone 8 @2013 Acquia, Inc. All Rights Reserved v112013 ACQUIC- 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 staffwiff take the following actions: a Contact the Cfient reporting the issue or as otherwise designated. o Issue regular Client and internal updates until resolution. a 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 CHent 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. '4w.~ri~Y" 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 significant disruption of Client's business operations; High 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: 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 lime 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 Acqula Support Leadership team is notified of the situation, and when appropriate, the Client's Account Manager is notified as well. 9 @2013 Acquia, Inc All Rights Reserved v112013 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, timeHnes. 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) namesof authorized Client Technical Contacts to Acquia, The Primary Client Technical Contact may change its Client Technical Contacts (but not the number) by providfng 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 Acqula's recommendations, Only authorized Client Technical contacts may place a services request with Acquia. All requests wilt 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. Acqula will use reasonable efforts to promptly inform Client if any Client request requires work beyond the scope of Ihese terms. Completed requests will be confirmed with the CHentby 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 ©2013 Acquia. Inc All Rights Reserved v112013 ACQula* ACQUIA WEBSITE Hc?STING SERVICES 1. ACQUIA CLOUD HOSTING SERVICES Acquia wHl host and maintain Client's Website (s) on Acqula's Cloud hosting environment during the Term as more fully described at http:"M\IW._a~qyi51~co!1l/sit@§lgefaultlfi!~s/cQ1j~terallgloud-QrQstYft"sb£!~hQ~f. CHent is enntteo 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 Acqula'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 Acqula'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 Clienfs support ticket allotment as long as the root cause of such an issue shows that the issue is due to Acqula's infrastructure and not Client's Website(s). 2.3 Acquia will work with Cllent to migrate the Website(s) onto the Acquia Cloud platform. Once migrated. Acquia wllf 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 Acqula 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 sjtes/docroots • apache.conf changes (Le. modify conf change docroot locations, and add new sUes) • php.ini changes (r.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 perfonnance 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 Reglon- Acqula 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 Avallability 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 assetslfiles, 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 Ul, 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 ©2013 Acquia, Inc All Rights Reserved v112013 backup on the Backups lab of the Acquia Cloud UI. At the Drupal code layer, Client developed code may be managed and deployed by Client via Acqula's Subversion (SVN or Gil) 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 Drupal layer $0 that the site code may be re-deployed to a new web server instance as needed. In addition, Acquta 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 Aequia 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 Rec(wel)'. Acqula 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 unljkely event of a total data center loss or a loss of multiple disk systems, these backups wfli be used to restore Client Website(s) al 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 Acqula 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 10 maIntain site performance. Client agrees that Acqula can unilaterally elect to add capacity up to three times the contracted capacity and that for Acqula Cloud Enterprise customers only, the excess capacity will remain provlsloned 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. Acqula 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 Ihat additional capacity is unlikely to significanlly 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 lime. 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 Cliant requests additional capacity for two consecutive months, such capacity wilf 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 Google 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, Acqula 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) 1 * 100 ?:: 99.95% [( total - excluded Where: • total 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 All Rights Reserved v112013 o Any outages caused by programming errors in Client's Websile(s), programming bugs in the third-party extensions/modules made available through the the Acquia Network or the Site Factory Platform, Drupaf Modules with Site Factory PaaS Tier, missing Client Content, errors caused by Client code or Drupal 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.q., 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 Acqula nolified Crient 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 maware, 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 fora 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 Cllent may terminate the applicable Order upon seven (7) days advance written notice to Acquia. If CHent 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 (includJng the underlying code) where, despite reasonable notification from Acqula 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 Acqula's sole and exclusive liabiHty for any failure to maintain the availability of the Website(s}. 2,7.6 In the event of any outages described above, Acqula will use commerclally reasonable efforts to minimize any disruption, inaccessibility andlor 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 aU 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 aU right, title and interest in and to all Client Content. By using Acquia's services, Client approves of Acquta'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. All Rights Reserved v112013 ACQula~ the integrity or performance of the Services, or (e) use the Website(s) in any unlawful manner, Acqula, at its own discretion, may. upon written notice to Client, immediately suspend CHent'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 Glient'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). rf Acquia suspends Client's access to the Acquia services, (a) Client remains responsible for all subscription fees, (b) CHent will not be entitled to any extension of their subscription pursuant to Section 2.7.3 above, (C) Acqula will not erase any Client Content as a result ofthe 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 Acqula's failure to meet its obligations hereunder, Client is responsible for the use of the Services by Its employees, consunants 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. CHent 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 10 pay the associated server fees, Furthermore, Client will not perform any load tests or vulnerability tests on live Website{s) unless if has purchased dedicated servers and will provide Acqula at least five (5) business days advance notice of any such testing. 2.8.9 Acqula 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 CHent based on the information provided to Acqula On the Hosting Questionnaire included as part of Client's Order, Client understands that Acquia may provlsion 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 wfli 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 reachinq these capacity numbers may result in Acqula's need to place restrictions on Client's use of the Site Factory Platform services, Client further agrees that Acqula 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 CHent on Acquta's managed infrastructure, Acquia grants to Client a non- exclusive, non-transterable license to use the Site Factory Platform during the term set forth in the Order, Client understands that the Drupal 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 Orupal 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. Acqula will provide a turnkey website bUilding and management system that is accessed through a browser-based user interface. SaaS Tier subscriptions allow Clients 10 (a) perform administrative actions such as create, duplicate, export, and delete Website(s) through the Sile Factory Platform Dashboard, and (b) configure. customize through Client code, theme, and publish Website(s) within the Site Factory Platform Drupallnstance. Client cannot 14 ©2013 Acqula, Inc AI! Rights Reserved v112013 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 ailow Clients to (a) perform administrative actions such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, (0) configure, customize through Client code, theme, and pUblish Website(s} within a production environment through the Site Factory Platform Drupa! 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 Acqula professional services engagement Acqula 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 SHeFactory Drupal Modules are supported with updates to cnenrs SaaS+ Tier instance. 3.5 Site Factory PaaS Tier Subscriptions. Acquia will provide a Website buJldingand management system that is accessed through a browser-based user interface. Site Factory PaaS Tier subscrlpuons 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 CHentcode, theme, and publish Website(s) within a production environment through the Site Factory Platform Drupa! Instance, and (c) customize the Site Factory Platform Drupal Instance through the addition of Site Factory Drupal Modules. Custornlzafion of Site Factory Platform Drupal Instance requires Client to merge the Site Factory Drupal Modules' code with the Site Factory Platform Drupallnstance 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 slaging environment, and deploying Site Factory Client Drupal instance to Website(s) through the Plattorm. Acquia will Update Site Factory PaaS Tier. Client will Update and test Site Factory Drupal Modules, Site Factory Client Drupa! Instance, and deploy subsequent Versions of the Site Factory Client Drupallnstance to Website(s). 15 ©2013 Acquia, Inc. All Rights Reserved .,.112013 ACQula~ 1~: A_~_D_IT_IO_N_A_l_SE_R_V_IC_E_S~ ~ ~~ If included on Client's Order, Acquia will provide the following services; 1. MOllOM CONTENT MODERA TION 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 sparnmers. Approved users are not required to solve a CAPTCHA. The CAPTCHA is invoked for three specific use cases: (i) upon user registration, when rio content can be classified, (if) when Moflom is unable to classify a user, and (iii) when a site owner using MoHom 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. Mollam uses text analytics to detect harmful content such as profanity and other sparn-related content. 1.4 Mollom Account Data. Mollom stores User Data in order to facilltate the improvement of Mellom. 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. Acquta 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 tile sale 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 Ihe Ume in any calendar month. Mollom Unavailabllity caused by the following are excluded from calculating the availability uptime: 0) factors outside of Acquia's reasonable control; (ii) outages from any actions or inactions of the Client or any third parties engaged by Client; (jjj) outages caused by programltJing errors in Client's Website(s) or by programming bugs in the third-party extenslons/rnooules: (iv) outages caused by the fact that Client's Website(s) did not implement Acqula'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 Acqlfia 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 Acqula fail to meet 99.9% general availablllty of Mollom for a calendar month. for each one-haff hour of unavailability Client wll! 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 Cllen! 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 Cllent Obligations. 1.6.1 .rn order to use Mollom, Client must create a Mollom account on the mollom.com website in order to receive a username and password. Client win only provide true and accurate information for its Mollom account and will promptly update such information as necessary. Through the Account. Client wffl 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 Webslte visitors, and to obtain approprtate consent from them. to allow Acquia to process the User Data for anti-sparn 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-sparn and quality monitoring purposes, in accordance with Ihe Mellem privacy policy. accompanied by a link to either the Mortom privacy policy (or to its own privacy policy that informs the website visitors about the privacy aspects of Mollom), 16 ©2013 Acquia, Inc All Rights Reserved v112013 2. VPN. Acquia provides a hosted VPN solution within Acquia Cloud Enterprise to enable a high availability, bi-directional fPSec 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 Client's 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 appHcable Order and will make use of Coheslvef'T's VPN-Cubed Datacenter Connect solution. Set-up includes configuring the connection between Acqula Cloud and one customer- defined end point Adding or changing end points during the Ufe of the Subscription will require additional set-up, which will be billed to Client at $250/hour. 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 OrupaJ modules. This service does not Include troubleshooting LDAP directories, conflguration required to complete the connection with customer's LDAP directories or troubleshooting data issues related to non-Drupat modules. 4. MULTI-REGION REPLICATION WITH FA/LOVER. This service is an extension of Acqura's Acquia Cloud Enterprlse Service and is limited to one decreet, 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 Fallover requires Clients to utilize a third party CON in order to achieve fallover in the event of primary Region loss. Client is responsible for performing the failover upon Acqula recommendation during a Region outage. Client may be required to implement Acquia recommended application changes to ensure optimal Mufti 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. All Rights Reserved .112013 Aca.ula~ 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;lldocs.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-opUmized cloud hosting platform. 4. "Acquia Search" means the fully managed SaaS search offering created by Acqula and Included as part of the Acquia Network that integrates with Drupal applications built on the Apache Solr search engine. 5, "Acquta Tools" means Acquta's proprietary website management tools identified on Acqula's website at h~p:{l<:!c:gll!~,~Qm/.QLqgL.!G.tS-~€!fVi@%'t:lt:;quJa~ll~!WQrl 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. "CON" means a content delivery network provided by a third party. 11. "Certified Client Drupal Modules" means the Drupa! Modules that have been certified by Acquia through an Acquia Professional Services engagement . . 12. "Client Content" means content ofthe Website(s) and files and data associated therewith. 13. "Doc root" means the directory on a computer (with an installed version of Drupal) that contains Drupal's core code files. 14. "Drupal Modu/es" means Client-selected contributed or custom Drupal modules. 15. "Gil" 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 offree, open source software. The acronym LAMP refers to the first letters of Unux, 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. "MoJlom" 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 Acquia, Inc All Rlgh1s Reserved. '1112013 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: Iiltp:lllmJ19.111 &fLrn{L!S~g~~.9.'·!to;t@!in~§ 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 Drupallnstance" 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 servlces are hosted within the United States, Europe, and Asia Pacific. As of the date hereof, Acquia utilizes AWS services in the fonowing rsqlons: 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 Drupallnstance" means a production environment through a Drupal 7-based web site builder, 30. "Site Factory Platform VerSion Control" means the Git version control application. 31. "Site Factory Client Drupallnstance" 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 DrupaJ Modules" means Drupal contributed and custom modules added to the Site Factory Platform Drupal Instance to create the Site Factory Client Drupallnstance. 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.col"!llprgql,J.~ts:~~fY!C:f:l$l?~qt!tCl"n1:!tw.Qrk,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 tnstance that Acquia generally makes available at no additional license fee. With SaaS+ Tier subscriptions, "Update" also includes Drupal 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 ©2013 Acquia, Inc All Rights Reserved. v112013 40. ·User Data" means any personal data (such as messages, IP addresses, domain names, nicknames, email addresses, OpenlD, etc.) analyzed by Mollam. 41. "Website(s)" means the websites identified in the Client's Order. 20 ©2013 Acquja, Inc. All Rights Reserved v112013 Appendix E PRICING The parties agree that this Exhibit 3 to Appendix B is incorporated into the Contract by and between the City of Los Angeles (the "City") and Acquia, Inc. (the "Contractor"), dated ,_,2014 (the "Agreement'). The parties hereby agree that the City may purchase the additional Services detailed below from the Contractor at the pre-negotiated prices outlined herein. Such prices shall be valid for all purchases on the Services outlined below, made within ten (10) years from execution of the Agreement (the "Opt-In Time Frame"). All additional Services are subject to the Contractor receiving fully executed Exhibits or SOWs within the Opt-In Timeframe. Any terms used herein but not defined shalJ have the meaning ascribed to such term in the Agreement Pre-Negotiated Prices: During the Opt-In Time Frame the prices for the Services outlined below shall be as follows: Services Description Year 1 Year 2~5 Year 6-10 Fees Fees Site Factory/Support • Up to 1M page views per $90,000 n/a n/a SubscriptionPaaS month annually Small without Technical Account Manager Site Factory/Support .. Up to 1M page views per n/a $130,000 $130,000 + greater SubscriptionPaaS month annually of 5% or CPI Small with Technical • Technical Account annually Account Manager Manager, up to 10 hours per month Site Factory/Support .. 1M to 5M page views per $202,500 $202,500 $202,500 + greater of SubscriptionPaaS month annually annually 5% or CPI annually Medium .. Technical Account Manager, up to 10 hours per month General Consulting .. 1 week $16,500 $16,500 $16,500 + greater of .. 1 consultant 4% orCPI Site Factory Jumpstart .. 2 weeks $33,000 $33,000 $33,000 + greater of .. 1 consultant 4% orCPI .. on-site Site Factory Theming .. 2 weeks $33,000 $33,000 $33,000 + greater of Jumpstart .. 1 consultant 4% or CPI .. on-site for first week onlv Architecture Workshop • 1 week $16,500 $16,500 $16,500 + greater of • 1 consultant 4%orCPI • on-site Automated Testing .. 1 week $16,500 $16,500 $16,500 + greater of • 1 consultant 4% or CPI • on-site Performance Audit • 1 week $15,000 $15,000 $15,000+ greater of .. 1 consultant 4% orCPI r---"-~~ '·~T.n •.. • remote ,.~.~ ...... ,-- ..~..-~~ Security Audit .. 1 week $15.000 - ~$15,OOO $15,000+ greater of .. 1 consultant 4% orCPI • remote - Migration Jumpstart .. 2 weeks $33,000 $33,000 $33,000 + greater of " 1 consultant 4%orCPI • on-site Site Launch Workshop .. 1 week $16,500 $16,500 $16,500 + greater of iI 1 consultant 4% orCPI FlNANCE~ [===---~r~~--~-__~ ~:J~.~O~n-~si~re-======[------~---r------