SPECIAL MEETING - INNOVATION, TECHNOLOGY

Transcription

Called by Committee Chair
SPECIAL MEETING - INNOVATION, TECHNOLOGY AND GENERAL SERVICES COMMITTEE
Wednesday, April 23, 2014
ROOM 1050, CITY HALL - 2:00 PM
200 NORTH SPRING STREET, LOS ANGELES, CA 90012
MEMBERS:
COUNCILMEMBER BOB BLUMENFIELD, CHAIR
COUNCILMEMBER MIKE BONIN
COUNCILMEMBER MITCH O'FARRELL
(Eric Villanueva - Legislative Assistant - (213)-978-1051 or email [email protected])
Click here for agenda packets
Note: For information regarding the Committee and its operations, please contact the Committee Legislative
Assistant at the phone number and/or email address listed above. The Legislative Assistant may answer
questions and provide materials and notice of matters scheduled before the City Council. Sign Language
Interpreters, Communication Access Real-Time Transcription (CART), Assistive Listening Devices, or other
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information, please contact the Legislative Assistant listed above.
ITEM NO.
14-0461
(1)
City Administrative Officer report relative to a supplemental agreement between the City and
AT&T together with Verizon for Citywide Telecommunications Services.
Fiscal Impact Statement: Yes
Community Impact Statement: None submitted.
ITEM NO.
13-0777
(2)
City Administrative Officer report relative to a contract amendment between the City and
Hess and Associates Inc., for the City's high priority projects, production support, and
knowledge transfer to City staff.
ITEM NO.
12-0821
(3)
General Services Department, Information Technology Agency, Los Angeles Police
Department, and Los Angeles Fire Department’s joint report relative to the upgrade and
replacement of the City's current Vehicle Management System.
ITEM NO.
12-1894
(4)
City Administrative Officer report relative to a contract amendment between the City and
Time Warner Cable and Quest Communications for the City's internet connectivity services.
ITEM NO.
14-0487
(5)
City Administrative Officer report relative to an agreement between the City and Acquia Inc.,
to implement web content management platform, Drupal, and provide hosting services for
the City website.
ITEM NO.
13-1255
(6)
Information Technology Oversight Committee report relative to a contract amendment with
CGI Technologies and Solutions Inc., for the Envision-Part Two of the Supply Management
System Replacement project.
ITEM NO.
13-0112
(7)
City Administrative Officer report relative to an agreement between the City and Socrata
Inc., for the development and implementation of a Citywide Open Data Portal.
If you challenge this Committee's action(s) in court, you may be limited to raising only those issues you or someone else raised at the public
hearing described in this notice, or in written correspondence delivered to the City Clerk at or prior to, the public hearing. Any written
correspondence delivered to the City Clerk before the City Council's final action on a matter will become a part of the administrative record.
Materials related to an item on this agenda submitted to the committee after distribution of the agenda packet are available for public inspection
in the City Clerk's Office at 200 North Spring Street, Room 395, City Hall, Los Angeles, CA 90012 during normal business hours.
0150-08078-0003
TRANSMITtAL
DATE
TO
The Council
COUNCIL
FILE NO.
COUNCIL
DISTRICT
APR 11 2014
FROM
The Mayor
Proposed Supplemental Agreement No.2 to City Contracts
C-112988 with SBC Global Services, Inc. dba AT&T Global Services on behalf of Pacific
Bell Telephone Company dba At&T California (AT&T)
and C-113305 with Verizon Business for Citywide Telecommunications Services
urther processing.
ive Officer report attached.
,..na Guerrero)
MAS:AST:11140034c
CAO 649·d
Report From
OFFICE OF THE CITY ADMINISTRATIVE OFFICER
Analysis of Proposed Contract
($25,000 or Greater and Longer than Three Months)
To: The Mayor
C.D. No.
Date: 04-04-14
All
t--..c
I CAO
Contracting Department/Bureau:
Contact:
Information
Laura Ito, 213-978-3322
Reference:
Technoloav Aaencv (ITA)
Request from ITA dated February 12, 2014; referred by Mayor for report
Purpose of Contract:
services
Citywide telecommunications
Type of Contract: ( ) New contract
( X ) Amendment
Contract
Term Dates:
Contract/Amendment
Proposed amount
$0
Amount:
Original contact term -
Source of funds: General funds budgeted
Contractor Names and Addresses:
Agreement
Aareement
N/A
=
Total N/A;
Contract expenditure
within ITA's Communication
is based on Citywide telephone
usage
Services Account
Company dba AT&T California (AT&T)
Rancho Cordova, CA 95670
Yes
1. Council has aooroved the ouroose
2. Aoorocrlated funds are avaitable
3. Charter Section 1022 findings completed
4. Proposals have been requested
5. Risk Manaaement review comoleted
for City Contracts
January 29, 2012,
NO.1 - January 30, 2012 to January 29, 2014 (two-year extension)
No.2 - Januarv 30,2014 to Januarv 29,2016 (two-veer extension)
sse Global Services, Inc. dba AT&T Global Services on behalf of Pacific Bel! Telephone
2700 Watt Avenue, Room 1213, Sacramento, CA 95821
Provisions
2007 to
$0
+ Prior award(s)
Verizon Business
11080 White Rock Road, Suite.100G,
January 30,
with two one-year options to renew
Supplemental
Suuolemental
6. Standard
File No.:
0150-08078-0003
included
7. Workforce that resides in the City: < 1%
No
N/A*
x
x
x
x
x
x
8. Contractor has complied with:
Yes
a. Eaual Emolovmt. Oootv'/Affirm. Action
b. Good Faith Effort Outreach**
c. Equal Benefits Ordinance
d. Contractor Responsibility Ordinance
e. Siaverv Disclosure Ordinance
X
f. Bidder Certification CEC Form 50
·N/A - not applicable ** Contracts over $100,000
No
N/A*
x
X
X
X
x
COMMENTS
The Information Technology Agency (ITA) requests approval of Supplemental Agreement No. 2
(Agreement) to City Contract C-112988 with SBC Global Services, Inc. dba AT&T Global Services on
behalf of Pacific Bell Telephone Company dba AT&T California (AT&T) and C-113305 with Verizon
Business, Oointly, "Contracts") for Citywide telecommunications services. The majority of City facility
fixed-line telephone costs are funded through these Contracts. The proposed Agreement would
extend the term of the Contracts by two years for a new nine-year term effective January 30, 2007
through January 29,2016.
Basis for Contracts
In 2005, the State of Califomia (State), Department of General Services released a Request for
Proposals (RFP) to procure telecommunications services. The RFP resulted in the execution of two
State Integrated Information Network Master Service Agreements (MSAs) with AT&T. The first of
these MSAs is for traditional local voice and data services (MSA 1), and the second is for long
distance and network-based services (MSA 2). These two MSAs, along with MSAs 3 and 4 with
Verizon Business for internet protocol (IP) and broadband fixed wireless ac ss (BFWA) services, are
AST
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Assistant CAO
CAD File No.
0150-08078-0003
Page
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commonly referred to as CALNET 2. CALNET 2 provides various jurisdictions within the State the
ability to utilize the MSAs to obtain discounted volume pricing for telecommunications services. The
original term of CALNET 2 was for five years effective January 30, 2007 through January 29, 2012
with two one-year renewal options. The State subsequently exercised both renewal options, for a
CALNET 2 term effective through January 29,2014 and an overall term effective seven years.
Current Contract
In October 2007, the Council authorized ITA to enter into Contracts with AT&T and Verizon Business
to secure the discounted telecommunications services pricing provided through CALNET 2 (Council
File 06-3244). Pursuant to this Council approval, ITA executed the Contracts and amendments to the
Contracts as follows:
•
G
e
•
November 2007: The original Contracts were executed. At this time, an Authorization to Order
(ATO) under MSA 1 was executed authorizing the procurement of various local voice and data
telephone services with AT&T. An ATO under MSA 3 and 4 was also executed authorizing the
procurement of IP and BFWA services with Verizon Business. The Contracts mirrored the fiveyear term of January 30, 2007 through January 29, 2012, with two one-year renewal options,
of CAL NET 2.
May 2008: Amendment No.1 to the AT&T contract was executed. At this time, an ATO under
MSA 2 was executed which authorized the procurement of long distance calling services.
Therefore, the City could now utilize both (1) traditional local voice and data services included
within the ATO to MSA 1 executed in November 2007 and the (2) long distance calling
services included within the ATO to MSA 2 executed in May 2008.
March 2012: Supplemental Agreement No. 1 to the Contracts was executed. This
Supplemental Agreement exercised the two renewal options and reduced Contract pricing, for
a revised term effective through January 29, 2014.
December 2012: Amendment No.1 to Supplemental Agreement No.1 to the AT&T contract
was executed. At this time, two ATOs under MSA 2 were executed which authorized use of
hosted call center services. The contract term was not extended.
Proposed Supplemental Agreement No.2
In January 2014, the State Department of Technology Statewide Technology Procurement Division
amended the list of MSAs by exercising its authority to extend the CALNET 2 services two additional
years through 2016. While the State released a Request For Qualifications (RFQ) in 2012, and
recently awarded and fully executed CALNET 3 contracts for voice and data services as
replacements to the CALNET 2 contracts, the State has yet to post the catalogs, user instructions for
ordering, or procedures for how to migrate to CALNET 3. Accordingly, ITA recommends extending
the Contracts with AT&T and Verizon Business through January 29, 2016 in order to allow for the
continuation
of CALNET 2 services necessary to continue meeting the City's current
telecommunications business needs and to minimize potential service disruptions. The City will move
forward with contracts under CALNET 3 as soon as the necessary service information is available.
Charter Section 1022 does not apply as the Contracts are with regulated public utilities and there are
no defined labor components. AT&T and Verizon Business have complied with all applicable City
contracting requirements. The Contracts are not subject to the Affirmative Action Program, the Equal
Benefits Ordinance, the Contractor Responsibility Ordinance, or Good Faith Effort Outreach because
they were entered into pursuant to the State's MSAs, which were competitively bid and provide the
CAO File No.
0150-08078-0003
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3
City discounted volume pricing. The City Attorney has determined that the standard provisions for
City personal services contracts are not required for these Contracts due to the nature of the public
utility service being procured. As Council approved the initial contracts, Council approval of the
proposed Supplemental Agreement No.2 is now required.
RECOMMENDATION
That the Council approve and authorize the General Manager of the Information Technology Agency,
or designee, to execute Supplemental Agreement No.2 to City Contract C-112988 with SBC Global
Services, Inc. dba AT&T Global Services on behalf of Pacific Bell Telephone Company dba AT&T
California (AT&T) and C-113305 with Verizon Business for Citywide telecommunications services, in
order to extend the term of the Contracts by two years for a revised contract term effective nine years
from January 30, 2007 through January 29, 2016, subject to the review and approval of the City
Attorney.
FISCAL IMPACT STATEMENT
Expenditures through the Contracts are determined based on Citywide telephone usage. The
Information Technology Agency Communication Services Account is anticipated to have sufficient
budgeted funds to cover these Contract expenditures. Since budgeted funds are available in fiscal
year 2013-14 and future payments are subject to future appropriation, the recommendations provided
in this report are in compliance with the City's Financial Policies.
City of Los Angeles
STEVE RENEKER
GENERAL MANAGER
CHIEF TECHNOLOGY OFFICER
California
ROOM 1400. CITY HALL EAST
200 NORTH MAIN STREET
MARKP.WOLF
LOS ~~?3~~~:::;~
Executive Officer
ASSISTANT
GENERAL
INFORMATION TECHNOLOGY
AGENCY
190012
FAX (213) 978·3310
MANAGERS
Ted M. Ross
Greg R. Stoddard
ita.lacity.org
ERIC GARCETII
MAYOR
February 12, 2014
Honorable Eric Garcetti
Mayor, City of Los Angeles
Room 303, City Hall
Los Angeles, CA 90012
Attention: Mandy Morales, Legislative Coordinator
Subject: SUPPLEMENTAL AGREEMENTS WITH AT&T (C-112088) AND VERIZON
BUSINESS (C-113305) FOR CITYWIDE TELECOMMUNICATIONS
SERVICES
Dear Mayor Garcetti:
In accordance with Executive Directive No.3, attached for your review and approval are
two (2) Supplemental Agreements. The attached supplemental agreements with AT&T
(C-112988) and with Verizon Business (C-113305) will enable the City to continue
procuring Citywide telecommunications services under the current utility contract
agreements an additional two years until 2016.
Background
In 1999, on behalf of the City and atthe direction ofthe City Council (C.F. 99-0843), ITA
entered into an agreement with the State of California to procure selected
telecommunications services (Contract Number C-98813). The services were provided
through the State of California Integrated Information Network Master Service
Agreement (CALNET 1) and provided beneficial volume pricing to the City. On
November 30, 2006, the State extended the term of CALNET 1 to December 3, 2007 to
facilitate the orderly transition and migration of services from CALNET 1 to CALNET 2
pursuant to terms of the Agreement. Accordingly, CALNET 1 continued in effect until
December 3,2007.
The State of California, Department of General Services released a Request for
Proposals (RFP) in 2005 to replace the CALNET 1. The State contracts with AT&T and
Verizon Business, commonly referred to as CALNET 2, were fully executed on January
30, 2007 for five years with an option for two additional one-year extensions. In 2012,
the contracts with AT&T and Verizon Business were amended to extend the term for an
An Equal Employment Opportunity - Affirmative Action Employer
February 12, 2014
Page 2
additional two years until January 29, 2014. The contracts continued the traditional
voice services, and provided additional converged and broadband wireless access
services, as follows:
Description
MSA 1 - Traditional Voice and Data Services (Core Services)
MSA 2 - Long Distance for Voice Services
MSA 3 - Internet Protocol (IP) Services
MSA 4 - Broadband Fixed Wireless Access (BFWA) Services
Contractor
AT&T
AT&T
Verizon
Verizon
Last month, the California Department of Technology Statewide Technology
Procurement Division amended the above listed Master Service Agreements (MSAs) by
exercising its authority to extend the CALNET 2 services two additional years thru 2016.
Therefore, ITA recommends extending the current contracts with AT&T and Verizon
Business in order to continue meeting the City's current telecommunications business
needs and minimizing potential service disruptions.
The State released a Request For Qualifications Proposal (RFQP) in 2012, and just
recently awarded and fully executed the CALNET 3 contracts for voice and data
services as replacements to the CALNET 2 contracts. However, at this time, the State
has yet to post the catalogs or user instructions for ordering or provided procedures for
migrating/converting over to CALNET 3.
The Charter Section 1022 was not required as the Personnel Department has stated
that there continues to be no labor component attached to the contract.
The Good Faith Effort requirement was not applicable because the State's CALNET 2
was competitively bid.
The ACORD certificates for AT&T and Verizon Business are current.
Per Administrative Code section 10.B, these agreements are not subject to nondiscrimination and Affirmative Action Plan provisions requirements as these contracts
were made by the State of California, and therefore, pursuant to section 10.9(b) are
exemptfrom said section requirements in section 10.B.
A waiver from the Equal Benefits Ordinance based on Administrative Code
10.B.2.1 (i)(1)(h) for bulk purchasing arrangement was approved.
Exemption from the Contractor Responsibility Ordinance requirement was approved
based on Administrative Code 10.40.4(b)(5) pursuant to Charter Section 371(e)(B) for
cooperative arrangement with another governmental agencies.
February 12, 2014
Page 3
The Bidder Certification CEC Form 50 and compliance with Los Angeles City Charter
Section 470(c)(12) CEC Form 55 were not required at the time the contract was
originally executed.
The City Attorney has reviewed the draft supplemental agreements as to form.
Fiscal Impact Statement
ITA is funded within its 9350 Communication Services Account for citywide
telecommunications services. No additional funding is required.
If the current service agreements are not amended, and no successor agreement is in
place, the City may be subject to tariff rates which are significantly higher than the
contract rates (approximately 30% higher).
Recommendations
It is recommended that the Council authorize the General Manager of ITA, or his
designee, to execute the supplemental agreements with AT&T arid Verizon Business to
extend the term of the contract for two additional years from January 29, 2012 to
January 29, 2014 subject to the approval of the Mayor.
?
<)
. \1'\(" .
Please contact Ms. Laura Ito at 978-3322 with any questions.
Respectfully submitted,
Steve Reneker
General Manager
Attachments
ec:
Claudia Aguilar, CAO
Laura Ito, ITA
AnneWu, ITA
Irene Mayeda, ITA
Report From
or Greater and Longer than Three Months)
($25,000
To: The Mayor
The City Council
Information
Technology
Reference:
I
Sylvia Bergstrom,
from ITA dated March 27, 2014 and presented to the PaySR Steering Committee
Payroll System enhancement
$ 245,000
as instructed by Council
I Contract
( X ) Amendment
Term Dates:
Auoust 1, 2003-Julv31,
2015 (no change)
$245,000
+ Prior award(s)
$ 10,877,500
=
Total not to exceed
$ 11,122,500
Services Account No. 3040
Name of Contractor:
Address:
Amount:
213-978-1695
and maintenance
.
ITA Contractual
0280-01103-0050
Contact:
Contract/Amendment
I CAO File No.:
All
Agency (ITA)
Submission
Proposed amount
Source of funds:
C,D, No,
Date: 04-15-14
Hess & Associates,
Inc,
17853 Santiago Blvd, #107-506, Villa Park, CA 92861
Yes
1. Council has approved the purpose
2. Aoorooriated funds are available
3. Charter Section 1022 flndinas cornoleted
4. Proposals have been fe uested
5. Risk Management review completed
6. Standard Provisions for City Contracts included
7. Workforce that resides in the City:
0%
No
NJA*
x
x
x
x
x
c. Eaual Benefits Ordinance
x
x
x
d.Contractor
x
x
Yes
a.Equal Emplcymt. ODDtvJAffirm. Action
b.Good Faith Effort Outreach"
Responslb'llltv Ordinance
e. Slavery Disclosure Ordinance
f, Bidder Certification
*N/A = not applicable
No
NJA*
x
x
CEC Form 50
over $100,000
"'* Contracts
COMMENTS
The Payroll System Replacement (PaySR) project was initiated in July 2000 to replace the City's
legacy payroll system, which was obsolete, inflexible, and difficult to maintain. The continued support
of the PaySR development contractor, Hess .and Associates, Inc" will be required during the 2013-14
and 2014-15 Fiscal Years to work on the high priority projects that are needed as well as to provide
production support and knowledge transfer to City staff,
ITA submitted a request to the PaySR Steering Committee to amend the City's contract with Hess
and Associates, Inc, (Contractor) to pay for additional PaySR project work, The PaySR Steering
Committee was established by the City Council, and its voting membership includes representatives
of the Mayor's Office and the Chief Legislative Analyst, as well as the City Administrative Officer who
chairs the Committee, The PaySR Steering Committee also includes advisory representatives from
the Controller, ITA, and the Personnel Department. The Council authorized the Steering Committee
to approve contracts necessary for the implementation of a replacement City payroll system before
those items are submitted to Council for approval (C,F, 99-1641), The Steering Committee
recommended at its meeting on April 3, 2014 that Council approve Amendment No, 16 to Contract
No, C-105458 between the City and the ontractor.
RE
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PAYSR PROJECT
The scope of the PaySR project has expanded in response to new City and legal requirements as
well as requirements that were not anticipated at the beginning of the project. While the need for
additional project deliverables has extended the project timeline, PaySR has provided the City with
systematic controls that result in more accurate paychecks and greater efficiency in Controller and
departmental payroll processes. According to the American Payroll Association, an acceptable payroll
error rate based on a 2009 Payroll Performance Study is two percent. In 2012, the PaySR payroll
error rate was 0.009 percent for the 1.13 million City paychecks created. PaySR has also proven to
be a very flexible system that has accommodated in a timely manner the multitude of changes
required by cost-saving labor negotiations in recent years.
PROPOSED AMENDMENT
The PaySR projects for Fiscal Years 2013-14 and 2014-15 are described in Attachment 1 and remain
unchanged from Amendment No. 15. Continuing production support is the highest priority and as time
allows, work on various technical or functional projects will be performed. In addition, work may be
requested by other City departments for critical projects such as the need to comply with new legal
requirements.
The Personnel Department has identified additional critical projects related to the implementation of a
new workers' compensation system and the federal Patient Protection and Affordable Care Act
(Affordable Care Act or ACA) that need to be completed during the term of this contract. Accordingly,
Amendment No. 16 will cover the provision of services to complete these additional projects as
outlined below:
1. Workers' Compensation liVOS System-Related PaySR Enhancements): Create interfaces to
and from the new workers' compensation system, iVOS, and provide additional enhancements
to ensure the successful launch of the new system in the second quarter of 2014. This work is
expected to be completed in fiscal year 2013-14 at a cost of $65,000.
2. Workers' Compensation (PaySR Enhancements): Program ability in PaySR for employees on
workers' compensation state rate to use sick time up to the equivalent of their salary;
implement validation tool to prevent duplicate payments to employees on workers'
compensation state rate; display work restrictions (industrial and non-industrial) for affected
employees in PaySR. This work is expected to begin immediately and be completed in fiscal
year 2014-15 at a cost of $90,000.
Funding: The Personnel Department has identified savings of $155,000 in the Human
Resources Benefits Budget, Contractual Services Account from funds allocated for the
replacement of the workers' compensation system to fund projects 1 and 2 described above.
3. Affordable Care Act (PaySR Enhancements): Create reports and files on compensated hours
of service to enable the Personnel Department to determine when City employees will become
eligible for health care benefits under the Affordable Care Act. This work is expected to begin
immediately and be completed in fiscal year 2014-15 at a cost of $90,000.
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Funding: The Personnel Department has identified savings of $90,000 in the Human
Resources Benefits Budget, Contractual Services Account from funds budgeted for Affordable
Care Act-related expenditures to fund this project.
Funds that are not spent at the end of the fiscal year will revert to its funding source unless Council
approves a reappropriation of the funds for a specific purpose as requested by the Department in the
financial status report. As work for the workers' compensation and ACA-related PaySR
enhancements are expected to be completed in fiscal year 2014-15, funding of $180,000 will need to
be reappropriated next fiscal year for this purpose. This action will be addressed in the 2014-15 fiscal
year-end financial status report to ensure appropriate funding is available to complete these critical
projects.
CONTRACT COMPLIANCE
Pursuant to Charter Section 1022, this Office has determined it is more feasible to contract for this
service than to use City employees. ITA surveyed several departments, each of which indicated that
there are insufficient staff to perform the work proposed to be contracted, and additional staff cannot
be employed and trained in a timely manner to meet ITA's needs.
Since this contract was executed on a sole source basis in 2003, a good faith effort outreach to
minority, women-owned and other businesses was not required. The requirement for the City Ethics
Commission Bidder Certification Form 50 is not applicable because it did not exist at the time the
contract was executed. City Council approval is required because the term exceeds three years and
the compensation exceeds $137,319 and because Council has approved previous amendments.
RECOMMENDATIONS
That the Council:
1. Approve, and authorize the General Manager of the Information Technology Agency to
execute, Amendment No. 16 to Contract No. 105458 between the City of Los Angeles and
Hess & Associates, Inc. to increase funding by an amount of $245,000 for a total contract
amount not to exceed $11,122,500, subject to the review and approval of City Attorney.
2. Transfer $155,000 from the Human Resources Benefits Budget, Department No. 61, Fund No.
100, Contractual Services Account No. 3040 to the Information Technology Agency,
Department No. 32, Fund No. 100, Contractual Services Account for workers' compensationrelated PaySR enhancements.
3. Transfer $90,000 from the Human Resources Benefits Budget, Department No. 61, Fund No.
100, Contractual Services Account No. 3040 to the Information Technology Agency,
Department No. 32, Fund No. 100, Contractual Services Account for Affordable Care Actrelated PaySR enhancements.
The proposed amendment would add $245,000 to the contract with Hess and Associates, Inc. for a
contract total not to exceed $11,122,500. The recommendation provided in this report is in
compliance with the City's Financial Policies because it limits the City's financial obligation to the
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4
amount appropriated by the Mayor and Council for this purpose. Since funds for this contract
amendment are budgeted in the Human Resources Benefits 2013-14 Budget, Contractual Services
Account, there is no additional impact on the General Fund resulting from the execution of
Amendment No. 16 to Contract No. C-105458.
MAS:RES:111430049
Attachments
Attachment 1 - Contract # C-105458
PaySR Modification Projects Considered for Fiscal Years 2013-14, 2014-15
Production Support is a required activity to keep the PaySR system functioning.
It is the group of activities which, at a high level, consist of researching reported
problems, and delivering fixes and small modifications to PaySR modules that
are already in production. This includes:
- Implementing negotiated labor agreements that affect Payroll
- Implementing legally-mandated changes, including for tax reporting
- Personnel Support for the Layoff Process
- Production Support Work Orders from Controller and Personnel.
The City will prioritize the order in which these fixes and enhancements will be
worked.
The following modification projects are being considered for FY 2013-14 and
FY2014-15 as time allows outside of Production Support:
Technical Proiects:
1. Upgrade PaySR Application (Visual Basic to .Net Conversion)
The PaySR user community logs in to most of PaySR through our Citrix servers.
This Citrix infrastructure cannot be expanded due to limits on the version of
licenses and the end-of-life state of our Citrix servers. This limits our ability to
expand concurrent user capacity in PaySR, which is sorely needed as we add
more modules to PaySR and. more people want to use them. By moving our
PaySR application to instead use current web services technology, we can
eliminate the Citrix licenses and servers, and instead use fewer, more easily
upgraded web servers with expanded concurrent capacity. This project began in
FY12-13.
2.
Server Refreshes and Operating System (AIX) Upgrades
Infrastructure upgrades are necessary to continue to bring the PaySR database
servers up to current levels. This project will refresh servers, and upgrade the AIX
operating system on those that are not being refreshed.
3. Convert PaySR Reports from Oracle Reports to Jasper
This project will move our current PaySR reports from the expensive Oracle
Reports tool, which we are not upgrading, to the open source (free) Jasper tool.
This project starts with a review of the 600+ PaySR reports first to determine if all
are still needed.
4. Create alternative to GoogleDocs Delivery of Vendor Deduction Files
This project is to create an alternative method (email) of delivering Vendor
Deduction Files asa backup to the GoogleDocs delivery method. This will give us
Revised: 4/2/13
Page: 1
Attachment 1 - Contract # C-105458
PaySR Modification Projects Considered for Fiscal Years 2013-14, 2014-15
the certainty that we can still deliver files to vendors after each payroll, even if the
GoogleDocs interface changes without warning.
Functional Projects:
1. Paperless Form 41
Approximately 167,000 Form 41's are generated each year to process personnel
changes. Five paper copies of each are made for distribution. This project will
make Form 41 information available electronically so most of the paper copies, and
the time to distribute them, can be eliminated. It will also:
• Create a "consolidated" Form41 on a biweekly basis to make it easier to
see what changed that pay period
• Create an online workflow for Personnel's approval of the relevant Form
41's into the Personnel Approved Record
• Flow the Personnel Approved Records·to the Employee Work History.
This project began in FY12-13.
2. Tax Analyzer
This project will provide Controller's Office an online query tool to view the
"Unchangeable Record of Taxes" tables that were built during the Legacy
Replacement project. It will also provide the ability to produce the various tax
reports that must be filed (ex: Tax Deposits, Quarterly/Annual Tax Reporting) from
the same database where reconciliation takes place.
This project began in FY12-13.
Revised: 4/2/13
Page: 2
2nd RESTATED PROFESSIONAL SERVICES AGREEMENT NUMBER C-105458
(SIXTEENTH AMENDMENT)
BETWEEN
THE CITY OF LOS ANGELES
AND
HESS s ASSOCIATES, INC.
This 2nd Restated Professional Services Agreement (SIXTEENTH Amendment)
to the City Contract No. C-105458 is entered into between the City of Los Angeles, a
municipal corporation, (hereinafter referred to as the "City"), and Hess and Associates,
Inc., (hereinafter referred to as "Contractor").
WITNESSETH
WHEREAS, the City and Contractor entered into City Contract No. C-105458 for
the implementation and maintenance of a new payroll system (PaySR),.effective August
1st, 2003, which together with all amendments thereto, shall hereinafter be referred to as
the 2nd Restated Agreement or Agreement; and
WHEREAS, this 2nd Restated Agreement contains all of the current obligations
of the parties; and
WHEREAS, the City and Contractor have agreed to amend the Agreement in
order to require the Contractor to provide programming services for software
modifications of the PaySR system and knowledge transfer to the City PaySR support
staff; and
WHEREAS, changes to the Statement of Work and Payment Schedule are
required to complete these enhancements;
NOW THEREFORE, in consideration of the premises and of the terms,
covenants, and conditions set forth herein, the parties hereby covenant, represent, and
agree as follows:
I.
Statement of City Responsibilities
The City is responsible to:
o
o
Perform Project management.
Prioritize the Modification Projects and the Work Orders that the
Contractor will work on.
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o
o
o
o
o
o
o
o
o
o
o
Perform systems analysis and, with support and assistance as
required from the Contractor, finalize the scope definition of
modifications.
Develop Functional Requirements documents.
Develop Functional Design documents.
Document Test Plans, and execute those plans, to ensure
successful implementation of projects into production.
Review and determine acceptance of deliverables in a timely
manner.
Perform System Security Administration.
Perform System Change Management.
Develop and maintain User Manuals.
Develop Training materials and perform user training.
Perform Production Implementation of code.
Maintain PaySR documentation once modules are moved to
production.
II. Statement of Work
The Contractor shall provide the services required to:
For Modification Projects:
o
o
o
o
o
o
o
o
o
o
Provide input during the planning, discovery, and requirements
analysis for new projects. This input may include estimated level of
effort, technical feasibility and considerations based on the
contractor's business and system knowledge.
Develop and document the high-level and detailed system solution,
to be approved by the City before coding.
Develop Functional Requirements documents as assigned.
Develop Functional Design documents as assigned.
Develop Technical Design documents, to be approved by the City
before coding.
Estimate level of effort to code and unit test the accepted
Functional and Technical designs.
Complete coding and unit testing within 5% of the estimated level of
effort.
Provide input to the City for the development of User Manuals.
Provide input to the City for the development of the integrated and
user acceptance test strategies, plans and scripts.
Provide a Deliverable Package for each delivered project which
includes confirmation that development and unit testing are
complete, the name of the environment Contractor used for testing,
and instructions for City staff to follow to install the project to other
environments.
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o
o
o
o
Provide documentation of the actual screens, batch job streams,
major processes, and inputs/outputs of the modified module, before
projects are implemented in production-.
Provide technical support and code remediation for City testing in a
timely manner, to support the testing schedule.
Assist the City in successfully implementing these projects into
production.
Provide the first month of production support for new projects
implemented into production, and then facilitate a smooth transition
to the Production Support team for ongoing support.
For PaySR Production Support:
o
o
Provide on-call support for production problems.
Develop bug fixes and small modifications to production modules.
The City will identify the work orders to be assigned to Contractor,
and the priority order for them to be performed.
Delivered Code:
Delivered code should be in a production-ready state, completely meeting
the requirements and design as documented in the approved
Requirements Document and Functional and Technical Design
Documents, or in the case of Production Support, the Work Order.
Changes to these documents must be approved by the City's PaySR
Project Manager before the Contractor codes them. The prototyping
approach should be used only on an exception basis; if the Contractor
would like to use a prototyping approach during development of a project,
approval must be obtained from the PaySR Project Manager in advance.
Knowledge Transfer:
The Contractor will provide specific Knowledge Transfer deliverables for
the purpose of training City staff on the architecture and processing of the
existing PaySR system, to prepare City staff to perform Production
Support on all modules in the system without the Contractor's assistance.
These deliverables will be paid on a per-deliverable basis, according to
the Payment Schedule (Section XII). No additional payments (including
hourly time) will be paid for work on these deliverables.
Following are the specific deliverables:
Technical Documentation and Training Sessions for the following:
Tech Deliverable 1: High-Level Payroll Flow
Document the major work the system does in the Biweekly,
Monthly, and Retro payrolls; inventory the job streams (710); and describe what each job stream does, including
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where the major inputs/outputs (including interfaces) come
from or go to. Provide 8 hours of training sessions to walk
City staff through the documentation.
Tech Deliverable 2: Mid-Level Payroll Flow: Gross Pay
Document all the jobs and controlling programs that makeup
the part of the payroll flow which calculates the employee's
Gross Pay. Provide index of topics 3 ways: by work being
.done (the topic), which payroll (biweekly, monthly, retro), and
the frequency (ex: biweekly, annual). Provide 8 hours of
training sessions to walk City staff through the
documentation.
Tech Deliverable 3: Mid-Level Payroll Flow: Deductions
the part of the payroll flow which calculates the employee's
Deductions. Add related topics to the index of topics 3 ways:
by work being done (the topic), which payroll (biweekly,
monthly, retro), and the frequency (ex: biweekly, annual).
Provide 8 hours of training sessions to walk City staff
through the documentation.
Tech Deliverable 4: Mid-Level Payroll Flow: Everything else in the
High-Level
Payroll Flow
the rest of the payroll flow, outside of calculating Gross Pay
and Deductions. Add related topics to the index of topics 3
ways: by work being done (the topic), which payroll
(biweekly, monthly, retro), and the frequency (ex: biweekly,
annual). Provide 8 hours of training sessions to walk City
staff through the documentation.
Tech Deliverable 5: Detail-Level Code Walkthrough: Sick to 100
Conversions
Document the processes and calculations which enable
PaySR to do "Sick to 100 Conversions"; document any
screens, batch job streams,and major tables which support
these calculations. Provide 6 hours of training sessions to
walk City staff through the documentation.
Tech Deliverable 6: Detail-Level Code Walkthrough: CPTO
PaySR to do "CPTO" balance maintenance; document any
screens, batch job streams, and major tables which support
these processes and calculations. Provide 6 hours of
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documentation.
Tech Deliverable 7: Detail-Level Code Walkthrough: FLSA
Document the processes and calculations which makeup the
"FLSA" balance maintenance; document any screens, batch
job streams, and major tables which support these
processes and calculations. Provide 6 hours of training
sessions to walk City staff through the documentation.
Tech Deliverable 8: Detail-Level Code Walkthrough: DTime and
Time
Reporting
Document all the screens, batch job streams, and major
tables which makeup the DTime and Time Reporting
modules. This includes DTime, MDTime, and FDTime, as
well as the sworn "smoothing" processes and OLOTS.
Provide 8 hours of training sessions to walk City staff
Functional
Documentation
and Training
Sessions
for the following:
Func Deliverable 1: Control Tables - Part 1
Document one-quarter of the control tables in the system,
including what each controls, and what effect the different
values have on PaySR. Greatest emphasis is on the control
tables that affect Gross Pay. Provide 8 hours of training
tables that affect Deductions. Provide 8 hours of training
Func Deliverable 3: Control Tables v- Part 3
tables that affect other payroll processes. Provide 8 hours of
documentation.
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tables that affect Human Resources processes (ex: Form
41). Provide 8 hours of training sessions to walk City staff
Func Deliverable 5: Functional Walkthrough: High-Level Calendar
Year-End
and Fiscal Year-End Processes
Document the high-level processes the system does in the
Calendar year-end and Fiscal year-end pay periods (PP26,
PP01, PP02, PP13, PP14, PP15); identify the timing of each
process, document what have been the high-level changes
to that process over the last 3 years, and provide a checklist
of items that need to be setup in the system to support these
processes. Provide 8 hours of training sessions to walk City
staff through the documentation.
Func Deliverable 6: Functional Walkthrough: How PaySR
calculates IS
Rates (Injury on Duty) for Civilians, Desert Storm Pay,
and Military Pay
PaySR to do "IS Rate Calculations for Civilians," Desert
Storm Pay, and Military Pay; document any screens, batch
job streams, and major tables which support these
calculations from data entry onward. Provide 6 hours of
documentation.
Func Deliverable 7: Functional Walkthrough: How PaySR
calculates Half Time
and Part Time Vacation and Sick Accruals
PaySR to calculate Half Time and Part Time Vacation and
Sick accruals; document any screens, batch job streams,
and major tables which support these calculations from data
entry onward. Provide 6 hours of training sessions to walk
City staff through the documentation.
Func Deliverable 8: Functional Walkthrough: Leave Adjustment
Codes and
Garnishments
Document what the current Leave Adjustment codes are and
what effect each has on the system if they are used.
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Document the processes and calculations which makeup the
Garnishment processes; document any screens, batch job
streams, and major tables which support these processes
and calculations. Provide 8 hours of training sessions to
walk City staff through the documentation.
III.
Quality Assurance Review
The PaySR Steering Committee has established an internal Quality Assurance
team to review the project deliverables and the Contractor's performance. The
Contractor shall fully cooperate with the PaySR Quality Assurance team to
review any facet of the Contractor's activities.
IV.
Changes, Deletion or Additions to the Agreement
Notwithstanding any other provision of the Agreement, any changes in the scope
of the services provided by the Contractor whether additions. thereto or deletions
therefrom, including changes which will increase the City's total obligation, shall
be accomplished by a written contract amendment. Any changes or additions
made in violation of this section shall be deemed a gift to the City and the City
shall not be obligated to make any payment for such changes or additions.
V.
City Contract Coordinator, Access to City Information/Data, City Staffing
and City Support Facilities
A. City Contract Coordinator
The City designates the Director of Systems of the Information Technology
Agency named below, or her designee, as the Contract Coordinator to facilitate
the Contractor's collection of data and other required information.
The
deSignated Contract Coordinator shall have a working knowledge of the City's
operations, available records and data, and other sources of information utilized
by the City.
In addition, the City will make reasonable efforts to provide
Contractor access to other City management employees with knowledge of City
operations, budgetary policies, and practices that are relevant to the services to
be performed by Contractor. The Contract Coordinator will be available to assist
the Contractor where appropriate. The Contract Coordinator is expected to be
the Contractor's initial contact point for departmental information and contacts.
B. Contractor Access to City Information
The City shall provide the Contractor with access to all existing City payroll
project records, data and other information required by the Contractor for his
performance hereunder. The collection, storage and dissemination of such
records, data and other such information shall take place under procedures
reasonably designed to ensure that all such information is complete and that the
security and privacy of all such information is adequately provided for and that
such information shall be used only for the purposes as provided herein.
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C. City Staffing Support to the Payroll System Replacement Project
The City's commitment of staff resources to the project shall consist of the City
positions and staff in place at the time this Agreement is executed. Any changes
requested by the Contractor to support the Statement of Work (Section II) must
be approved by the Payroll System Replacement Committee and by the Mayor
and Council if required.
D. City Data
The City shall be responsible for the accuracy and completeness of all City data
and information provided to the Contractor.
E. Compliance with SB 1386
a. Contractor hereby agrees to comply with all provisions and obligations set
forth in California Senate Bill No. 1386, approved by the Governor on
September 25, 2002 and effective on July 1, 2003 (as codified in the
California Civil Code, sections 1798.29,1798.82 & 1798.84; "SB1386"
hereinafter) including all requirements set forth therein regarding the duty
to disclose such breach and notify the City and other affected parties of
any breach of security of unencrypted personal information stored in a
computer system.
b. Contractor will be responsible for any and all liabilities arising out of any
violation of SB 1386. Contractor further agrees to indemnify and hold
harmless the City of Los Angeles, its respective agencies, departments,
boards, all of their commissioners, officers, employees, and authorized
agents, and, at the option of the City of Los Angeles, to provide defense
against any and all suits and causes of action, claims, charges, damages,
demands, judgments, civil fines and penalties, or losses of any kind or
nature whatsoever caused or brought by any person, including any
aggrieved party as defined in SB1386, arising out of Contractor's breach
of any of its duties and obligations under SB1386. The indemnification
herein includes all awards, damages, interest, costs and attorneys' fees, if
any. Such defense will be consistent with City Charter, Sections 271, 272
and 273.
VI.
Confidentiality
A. All documents, data and information provided by the City to Contractor, or
accessed or reviewed by the Contractor, during the performance of this
Agreement, including but not limited to, payroll records shall remain the
property of the City. All documents, records and information provided by the
City to Contractor, or accessed or reviewed by Contractor during the
performance of this Agreement, are confidential. Contractor agrees not to
provide these documents and records, nor disclose their content or any
8
information contained in them, either orally or in writing, to any other person
or entity. Contractor agrees that all documents or other information used or
reviewed in connection with Contractor's work for the City shall be used only
for the purpose of carrying out City business and cannot be used for any
other purpose. Contractor shall be responsible for protecting the
confidentiality and maintaining the security of City documents and records in
its possession.
B. Contractor shall make the confidential information provided by the City to
Contractor, or accessed or reviewed by Contractor during the performance of
this Agreement, available to its employees, agents, and/or subcontractors,
only on a need-to-know basis. Contractor shall provide written instructions to
all otlts employees, agents and/or subcontractors, with access to confidential
information about the penalties for its unauthorized use or disclosure. Further,
Contractor hereby agrees to execute Confidentiality Agreements, attached
hereto as Attachment III and made a part hereof, with all of Contractor's
employees and subcontractors before providing them with access to any
personal information contained the City's payroll records.
C. Contractor will store and process confidential information in an electronic
format in such a way that unauthorized persons cannot retrieve the
information by computer, remote terminal or other means.
D. Contractor agrees that no documents and/or information used in connection
with Contractor's work for the City will be removed from City facilities without
prior approval from the City. Contractor agrees that Contractor will not use,
other than in direct performance of work required pursuant to the Agreement,
or make notes of any information contained in the personnel files provided by
the City that are reviewed during work on this Agreement. Contractor agrees
that at the conclusion of this Agreement, or at the request of the City,
Contractor shall promptly return any and all written materials, notes,
documents, or other information obtained by the Contractor during the course
of work under this Agreement to the City and further agrees not to make or
retain copies of any such documents.
E. Any reports, findings, Deliverables, analysis, studies, notes, information or
data generated as a result of this Agreement are to be considered
confidential. Such information shall not be made available to any individual,
agency, or organization except as provided for in this Agreement or as
required by law.
F. Any subcontract entered into pursuant to the terms of this Agreement shall be
subject to, and incorporate, the provisions of this section.
G. The provisions of this section shall survive the termination of this Agreement.
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VII.
Representatives of the Parties and Service of Notices
The representatives of the respective parties who are authorized to administer
this Agreement and to whom formal notices, demands and communications shall
be given are as follows:
A The representative of the City shall be, unless otherwise stated in the
Agreement:
Sylvia Bergstrom
Director of Systems
Information Technology Agency
200 N Main St., Room 1328
B. The representative of the Contractor shall be:
Mr. Robert D. Hess
Hess and Associates
17853 Santiago Blvd. #107-506
Villa Park, CA 92861
C. Formal notices, demands and communications to be given 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.
D. 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 accord with this section, within five (5) working days of said
change.
VIII.
Term of the Agreement
The full term of this Agreement is from August 1, 2003 to July 31, 2015, unless
earlier terminated.
IX.
Removal of Primary Contractor Employee from Project
A The selection of the Contractor to perform the services for the City identified
herein was based exclusively on the assignment of Robert D. Hess as the
principal service provider. Except in the case of illness, death, or disability,
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the Contractor shall not remove Robert D. Hess from the project without prior
written consent of the City's Representative.
8. In the case of illness, death, or disability of Robert D. Hess, Contractor agrees
that the City may, at its sole discretion, contact the employees who have
performed work on the Agreement and enter into agreements to continue the
work required, as necessary.
X.
Use of Contractor Employeesor Subcontractors
A. Should it become necessary for the Contractor to employ either Contractor
compensated employees or subcontractors to assist with the performance of
the work identified in Section II, Contractor shall be responsible for securing
prior written approval from the City's representative of the following: the scope
of work to be performed, suitability of the proposed individual (s) for the
intended use, total subcontract value and compliance with applicable law. The
City's approval of Contractor employee and or subcontractor may also be
subject to successful completion of a background investigation performed by
the Los Angeles Police Department consistent with applicable law.
8. The City has no obligation to any subcontractor and nothing herein is
intended to create any privity between City and Contractor's subcontractors.
Notwithstanding the fact that the Contractor is utilizing subcontractors, the
Contractor shall remain responsible for ensuring that all work is performed in
accordance with the terms and conditions of this agreement.
C. Upon written request, the City retains the right to have the Contractor
immediately remove any Contractor employee and or subcontractor from the
project.
D. The Contractor shall ensure that all applicable City legal requirements
pertaining to such Contractor employment or subcontracting have been
complied with prior to presenting any employment or subcontracting
agreement (s) to the City's representative for approval.
E. The maximum combined amount available for employment and
subcontracting shall be limited by the amount set forth in Section XI City's
Total Obligation.
F. In the case of illness, death, or disability of Robert D. Hess, Contractor agrees
that the City may, at its sole discretion, contact the subcontractors who have
performed work on the Agreement and offer them the opportunity to continue
working, if necessary.
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XI.
City Total Obligation
A. For complete and satisfactory performance of the terms and conditions during
the entire term of this Agreement, City shall pay Contractor a total amount not
to exceed Eleven Million One Hundred Twenty Two Thousand Five Hundred
Dollars ($11,122,500).
Said amount includes payments for all services performed by the
CONTRACTOR in accordance with the Statement of Work in Section II. No
payment shall be made for any expenses incurred by the CONTRACTOR in
connection with the completion of the Statement of Work identified in Section
II. Payment will be made only in accordance with the Payment Schedule.
B. All invoices shall be submitted by the contractor to:
Sylvia Bergstrom, Director of Systems
200 N. Main St Room 1328
C. Payments will be made on monthly invoices as submitted by the Contractor
setting forth the specific services performed for which payment is requested.
Invoices shall be prepared in accordance with the payment schedule in
Section XII of this Agreement. The City reserves the right to audit the
Contractor's time.
D. Contractor shall submit invoices to the City as follows:
Contractor's invoices must conform to City standards and include, at a
minimum, the following information:
1.
Name and address of Contractor;
2.
Name and address of the City department being billed;
3.
Date of the invoice and the period covered;
4.
Reference to the contract number for this Contract;
5.
Reference to the Deliverable completed and the amount due for that
deliverable; where the deliverable is for staff time, include name(s) of all
CONTRACTOR's personnel performing the services for the CITY, the number
of hours worked for each person, and the hourly rate for each person who
worked on the deliverable.
6.
Certification by a duly authorized officer;
7.
Remittance Address (if different from Contractor's address);
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8.
and
Contractor's State of California Sales and Use Tax Permit Number;
9.
Contractor's City of Los Angeles Business Tax Registration Certificate
Number.
All invoices shall be submitted on Contractor's letterhead, contain
Contractor's official logo, or contain other unique and identifying information
such as name and address of Contractor. Invoices shall be submitted within
30 days of performance of services. Invoices are considered complete when
appropriate documentation or services provided are signed off as satisfactory
by the City Project Manager.
Invoices and supporting documentation shall be prepared at the sole expense
and responsibility of Contractor. The City will not compensate Contractor for
any costs incurred for invoice preparation. The City rnay request, in writing,
changes to the content and format of the invoice and supporting
documentation at any time.
Failure to adhere to these policies may result in nonpayment or non-approval
of demands, pursuant to Charter 262(a), which requires the Controller to
inspect the quality, quantity, and condition of services, labor, materials,
supplies, or equipment received by any City office or department, and
approve demands before they are drawn on the Treasury.
E. It is understood that the City makes no commitment to fund this Agreement
beyond the terms set herein.
XII.
Payment Schedule
#
1
Task
Bob Hess' time: providing oversight of development,
production implementation, and support, as well as
development work.
Payment
Amount
$15,0001
month
Target Due Date
Monthly
2
Technical Knowledge Transfer - Tech Deliverable 1
$13,760
July 31,2015
3
Technical Knowledge Transfer-Tech
Deliverable 2
$13,760
July 31, 2015
4
Technical Knowledge Transfer-Tech
Deliverable 3
$13,760
July 31, 2015
5
Technical Knowledge Transfer -Tech Deliverable 4
$13,760
July 31, 2015
6
$13,760
July 31,2015
7
$13,760
July 31, 2015
8
$13,760
9
$13,760
13
July 31, 2015
July 31,2015
10
Functional Knowledge Transfer -Func Deliverable 1
$11,180
July 31, 2015
11
$11,180
July 31, 2015
12
$11,180
July 31, 2015
13
$11,180
July 31, 2015
14
Functional Knowledge Transfer - Func Deliverable 5
$11,180
July 31, 2015
15
Functional Knowledge Transfer -
Func Deliverable 6
$11,180
July 31, 2015
16
$11,180
July 31, 2015
17
$11,180
July 31, 2015
18
Production Support -Staff time other than work
performed under deliverables 2 through 17
Hourly Rate
per
Developer
To be agreed upon
with City Project
Manaaer
Hourly Rate
per
Developer
Each project to be
agreed upon with
City Project
Manaaer
.
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Modification Projects -Staff time other than work
performed under deliverables 2 through 17
The Contractor will invoice the City Fifteen Thousand Dollars ($15,000) a month as
compensation for Bob Hess providing full time oversight of development, production
implementation, and support as well as his development work. This total of Three
Hundred Sixty Thousand Dollars ($360,000) for two years is to be the only billing for
Bob Hess' time.
The Knowledge Transfer deliverables will be billed as listed in the table above. The
total of One Hundred Ninety Nine Thousand Five Hundred Twenty Dollars
($199,520) is to be the only billing for these deliverables (documentation and
training). The dollar increments in the Payment Schedule for Knowledge Transfer
deliverables are fixed; the dellverablets) to be provided may be revised by mutual
written agreement between the Contractor and the City's manager. Regardless of
the order in which the Knowledge Transfer deliverables are provided, they must all
be accomplished prior to the expiration of the contract.
The remainder of the work, not to exceed a total of One Million Three Hundred Sixty
Eight Thousand Four Hundred Eighty ($1,368,480) for two years, shall be provided
on a time-and-materials basis by other staff of Contractor for the purpose of
providing production support, and modification projects as time permits. Following
are the billing rates for the other staff:
Range
Class
Developer 4
Developer 3
Developer 2
Developer 1
Business Analyst I Technical Writer
$ 85.01/hr
$ 75.01/hr
$ 60.01/hr
$ 45.01/hr
$ 70.00/hr
14
to
to
to
to
to
$1 OO.OO/hr
$ 85.00/hr
$ 75.00/hr
$ 60.00/hr
$ 90.00/hr
Total Payment to Bob Hess for Oversight of
Development, Production Implementation, and
Production Support, as well as
modifications:
360,000
Total payment for Knowledge Transfer deliverables: $ 199,520
Total Not to Exceed Payment for all other staff work: $1,368,480
s
=========
Total Contractor Payment:
$1,928,000
Before the contract amendment period begins, the Contractor will provide the City's
Project Manager, in writing, the list of continuing staff (Contractor-compensated
employees and subcontractors) for approval by the City's Project Manager.
Subsequent changes to the list of Contractor-compensated employees or
subcontractors will require prior written approval by the City's Project Manager.
XIII.
Ownership
A. All software, flowcharts, written or recorded data, documents, graphic
displays, reports or other materials which contain information relating to the
Contractor's performance hereunder and which are originated and prepared
for the City pursuant to this Agreement shall be considered "work for hire" for
the City under the Copyright Act and are the sole property of the City. To the
extent that any such works are not deemed to be works for hire, Contractor
hereby assigns all its right, title and interest in any intellectual property rights
therein to the City. In addition, the City reserves the right to use, transfer,
modify, duplicate and disclose in whole, or in part, in any manner and for any
purpose whatsoever all such software, flowcharts, written or recorded data,
documents, graphic displays, reports or other materials delivered to the City
pursuant to this Agreement and to authorize others to do so.
B. To the extent that Contractor utilizes any of its preexisting property that is
clearly identified, in writing as Contractor's preexisting property (including,
without limitation, any hardware or software. of Contractor or any proprietary
or confidential information of the Contractor or any trade secrets of the
Contractor) in performing services under this agreement, such preexisting
property shall remain the property of the Contractor, and the City shall acquire
no right or interest in such property, except where such works are the
property of the City pursuant to Section XIII (A) above. Notwithstanding this
provision, however, the City shall retain a perpetual, paid-up, royalty free nonexclusive license to use, duplicate, modify, maintain, service, update, and
disclose any of Contractor's preexisting property that is incorporated into the
City's Payroll System. The City's license herein includes the right to hire third
party consultants to modify, maintain, service and update the City's payroll
system.
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C. The Contractor understands that the draft reports and final reports and all
other data, information, documents, graphic displays and other materials that
are utilized or produced by Contractor pursuant to this Agreement and are not
the .preexisting property of the Contractor are considered confidential.
Contractor understands the sensitive nature of the above and therefore
agrees that neither its officers, partners, employees, agents or subcontractors
will release, disseminate, or otherwise publish said reports or other such data,
information, documents, graphic displays, or other materials except as
provided herein or as authorized, in writing, by the City's representative. This
section shall remain in effect after the termination of this Agreement until such
time as the confidential information has been released by the City.
D. Consistent with the City's ownership of (and/or license to) all property that
comprises the City's payroll system, Contractor shall electronically provide to
the City all source code for software that comprises the City's payroll system
to enable the City to use, duplicate, modify, maintain, service, update, and
disclose its payroll system. Said source code shall be clearly identified and
organized in a manner consistent with the payroll system.
E. Contractor shall assign to the City to the fullest extent permitted by law, and
shall otherwise insure that the benefits of any applicable license, warranty,
indemnity or service/maintenance agreement offered by any manufacturer of
any software module and/or component or any other product or service
provided hereunder shall fully extend to and be enjoyed by the City.
XIV.
Disclosure of Confidential Information
The provisions of Section XIII shall not apply to any reports, data documents,
graphic displays or other materials, or any portion thereof, which
i.
ii.
iii.
iv.
v.
vi.
vii.
XV.
now is or hereafter becomes publicly available by other than a breach thereof,
is disclosed to Contractor by a third party that Contractor reasonably believes
is legally entitled to disclose such information,
was known by Contractor prior to receipt from the City,
is developed by Contractor independently of any disclosure previously made
by City to Contractor of such information,
is disclosed with the City's prior written consent,
is disclosed by the City to a third party without substantially the same
disclosure restrictions as set forth herein,
is required to disclose by order of a court of competent jurisdiction,
administrative agency or governmental body, or by subpoena, summons or
other legal process, or by law, rule or regulation.
News releases, Publications, Endorsements
16
The Contractor shall not, during the term of this Agreement or at any time
thereafter, release or authorize any publication, news release or promotional
material which purports to be, in whole or in part, an endorsement or approval of
the Contractor's performance hereunder by the City. The term "City" as used
herein includes its Departments, Bureaus, Offices, and its officers, employees,
agents and contractors.
XVI.
Termination
for Convenience
The City's representative may terminate this Agreement, in whole or in part, for
its convenience, at any time, in the manner and subject to the conditions set forth
in this section. The City's representative shall notice such termination by sending
a letter which shall indicate which part or parts of this Agreement are terminated
and the reasons thereof. Termination shall be effective on the date indicated in
the letter or 20 working days after receipt of said letter whichever date occurs
first. In the event of termination under this section: (a) the Contractor shall deliver
to City all requested data, reports, graphics, and other documents received by it
or prepared by it in connection herewith to the extent not already delivered; (b)
the Contractor may retain all monies received and will be paid, as calculated in
accordance with Section XI and Section XII of this Agreement, for those services
performed and expenses incurred, but not invoiced prior to the effective date of
termination, provided the City has approved invoice (s). Upon termination, all
data reports, graphics and other documents prepared by Contractor on behalf of
the City shall belong to the City.
XVII.
Non-Exclusivity
This Agreement shall not be construed as precluding or limiting the right of the
Contractor to provide project management, consulting or other services of any
kind or nature whatsoever to any person or entity during the term of this
Agreement as long as such work does not conflict with the interests of the City as
described herein.
XVIII. FIRST SOURCE HIRING ORDINANCE
Unless otherwise exempt in accordance with the provisions of this Ordinance,
this contract is subject to the applicable provisions of the First Source Hiring
Ordinance (FSHO), Section 10.44 et seq. of the Los Angeles Administrative
Code, as amended from time to time.
(A) CONTRACTOR shall, prior to the execution of the contract, provide to the
Designated Administrative Agency (DAA) a list of anticipated employment
opportunities that CONTRACTOR estimates they will need to fill in order to
perform the services under the Contract.
17
(8)
CONTRACTOR further pledges that it will, during the term of the Contract,
1) At least seven business days prior to making an announcement of a
specific employment opportunity, provide notifications of that employment
opportunity to the Community Development Department (COD), which will
refer individuals for interview;
2) Interview qualified individuals referred by COD; and
3) Prior to filling any employment opportunity, the CONTRACTOR shall
inform the DAA of the names of the Referral Resources used, the names of
the individuals they referred, the names of the referred individuals who the
CONTRACTOR interviewed and the reasons why referred individuals were
not hired.
(C)
Any Subcontract entered into by the CONTRACTOR relating to this
Agreement, to the extent allowed hereunder, shall be subject to the provisions of
FSHO, and shall incorporate the FSHO.
(D)
CONTRACTOR shall comply with all rules, regulations and policies
promulgated by the designated administrative agency, which may be amended
from time to time. Where under the provisions of Section 10.44.13 of the Los
Angeles Administrative Code the designated administrative agency has
determined that the CONTRACTOR intentionally violated or used hiring practices
for the purpose of avoiding the article, the determination must be documented in
the Awarding Authority's Contractor Evaluation, required under Los Angeles
Administrative Code Section 10.39 et seq., and must be documented in each of
the Contractor's subsequent Contractor Responsibility Questionnaires submitted
under Los Angeles Administrative Code Section 10.40 et seq. This measure
does not limit the City's authority to act under this article. Under the provisions of
Section 10.44.8 of the Los Angeles Administrative Code, the Awarding Authority
shall, under appropriate circumstances, terminate this contract and otherwise
pursue legal remedies that may be available if the designated administrative
agency determines that the subject CONTRACTOR has violated provisions of
the FSHO.
XIX.
Funding Clause
The City's obligation to make payments under this Contract shall be limited to
the current appropriation(s) for that purpose. At the time of execution of this
Contract, the total appropriation(s) for this Contract, and the City's obligation
hereunder, is limited to $1,086,500. If the City appropriates additional funds for
this Contract, the City payment obligation shall be expanded to the extent of such
appropriation(s), subject to the terms and conditions of the Contract, and an
amendment implementing that change shall be executed by the parties. The
Contractor shall not be required to provide any services, goods, materials or
18
equipment, and the City shall not pay for any services, goods, materials or
equipment provided, in excess of the funds appropriated by the City for this
Contract. If the available funding is exhausted, or is inadequate to complete all
of the work under the Contract, the City shall have the unilateral right to terminate
the Contract in whole or in part without any charge or penalty.
XX.
Incorporation
of Attachments
The following attachments are hereby incorporated into and made a part of this
Aqreernent wherever referred to as though set forth at length, except where
certain portions of specific attachments have been deleted or superceded by
other sections or attachments to this Agreement.
Attachment 1 - Contract # C-1 05458 - PaySR Modification Projects Considered
for Fiscal Years 2013-14,2014-15
Attachment 2 - Standard Provisions for City Contracts
19
IN WITNESS WHEREOF, the City of Los Angeles and the Contractor have caused this
Agreement to be executed by their duly authorized representatives.
THE CITY OF LOS ANGELES
Hess and Associates
17853 Santiago Blvd #107-506
Villa Park, CA 92861
By
By~~~~~~
__ ~ __
Steve Reneker, General Manager
and Chief Technology Officer
Date
~
_
_
Date
~------
APPROVED AS TO FORM
ATTESTED
MICHAEL N. FEUER, City Attorney
JUNE LAGMAY, City Clerk
By
By __ ~~~~~------Laurel L. Lightner
Assistant City Attorney
Date
_
__
Date
_
City Business License Number:
_
Internal Revenue Service ID Number:
_
Said Agreement is Number
of City Contract
20
City of Los Angeles
California
ERIC GARCElTl
MAYOR
April 10, 2014
Honorable Bob Blumenfield
Chairperson
Innovation Technology & General Services Committee
clo Office of the City Clerk
Room 395, City Hall
Attention: Marie Espinoza, Legislative Assistant
REPORT BACK TO CITY COUNCIL ITGS COMMITIEE:
UPGRADE OF THE VEHICLE MANAGEMENT SYSTEM
On June 5, 2012, the City Council instructed the Department of General Services (GSD) with
input from the Los Angeles Police Department (LAPD), Los Angeles Fire Department (LAFD)
and Information Technology Agency (ITA) to report back on options for upgrading or replacing
the City's current Vehicle Management System (VMS) and related motor pool and fuel
management systems with new technologies to improve efficiencies and reduce costs (CF 120821). On February 12, 2013 the Departments reported back to Innovation, Technology and
General Services Committee (lTGS) with a preliminary report outlining the cost for the staffing,
purchase and implementation of VMS, Motor Pool Management System (MPMS) and the Fuel
Management System (FMS).
BACKGROUND
On May 14, 2013, ITGS directed GSD, ITA, LAPD, LAFD, and the City Administrative Officer
(CAO) to report back with a detailed implementation plan including system costs, staffing needs,
and to address LAPD security concerns. City Council approved ITGS' directiori to the
departments on May 28,2013.
The original February 2013 report included an implementation plan that tasked AssetWorks with
hosting the VMS for 16 months, with ITA acquiring that responsibility after that time. Hosting
entails the day-to-day system administration of VMS however; the plan submitted by
AssetWorks did not include the security requirement needed by LAPD. Once LAPD's
requirements were included, the cost of hosting the system increased by $1.5 million resulting in
a budget overage.
To reduce the hosting costs, the departments reviewed several other hosting options and
determined that the mostcost-effective strategy for hosting the system would be for ITA to host
the system from the beginning of the project. This strategy addresses LAPD security concerns
and provides a substantially less expensive hosting option (Attachment1).
HonorableBobBlumenfield
VMS Report
April 10,2014
Concurrent to submitting the report to ITGS, GSD completed a budget request for FY 13/14 for
$3,1 million which was the cost originally submitted by the vendor for system implementation
and hosting for three years for the VMS and installation and implementation of the MPMS. The
budget request was approved and the funding was placed in the Un-appropriated Balance.
However, the budget request did not include funding for positions or for communication
equipment that the City must purchase for installation to begin.
VMS Project Plan
To generate a scope of work for the upgrade of VMS, AssetWorks provided the user
departments a document outlining the benefits of the upgrade, specific system modifications
and replacement and implementation strategies. The user departments reviewed the
documentation provided and in turn drafted comprehensive user requirements that must be
included in the project and submitted them to AssetWorks for inclusion in the project. The
combination of these documents has resulted in a Statement of Work for which the project will
be based (Attachment2).
Contracting
AssetWorks is the City's contractor for the current version of VMS, and has worked with the City
since its inception in 1996. During this time, AssetWorks has performed needed system
maintenance and regular annual maintenance upgrades to the system, as well as, worked with
the user departments to customize the system so that VMS addresses the requirements of each
of the user departments. The expertise and knowledge that AssetWorks has exhibited over the
years has led the user departments to recommend that AssetWorks perform the VMS upgrade.
To expedite the contracting process, GSD is working with the City Attorney's Office to piggyback
on the Federal Government's current, General Services Administration contract with
AssetWorks.
Funding
AssetWorks has submitted a proposal of $2,998,894 (Attachment3) to complete the upgrade of
VMS. This proposal amount includes a 50% discount that AssetWorks has applied in
anticipation of the City expediting the start of the project. The proposal includes software,
hardware, maintenance, services and travel for three years. The AssetWorks proposal does not
include the cost for VMS hosting. As previously stated, based on LAPD security requirements,
it is anticipated that ITA will host the system from the beginning of the VMS implementation.
The cost for ITA to host the system will be $586,854 for the first year and $383,187 for each
subsequent year. ITA has completed a budget request for this funding for FY 14/15.
Because the vendor is offering a 50% discount based on expediting the start of the project, it is
imperative that the project go forward immediately. While ITA has requested funding in the
14/15 budget, it is crucial to ensure that funding is available even if ITA's budget request is not
approved. As a result, it is recommended that project funds of $586,854 be transferred from the
third year of the vendor's ServicelTravel allocation, and placed into ITA accounts to pay for
hardware, software, staffing training and infrastructure.
If it does become necessary to utilize the third year funding for ITA's implementation process, it
is recommended that the funding be replaced through a budget request that will be submitted in
FY 15/16. The budget submittal will provide funding to ITA for its positions for subsequent years
and will seek to replenish the third year vendor funding.
2
VMS Report
April 10, 2014
Additionally, GSD will complete a budget request for FY 15/16 for $15,000 for communication
equipment required for the MPMS.
implementation
The upgrade of the VMS will be completed in six phases over a 20-month period. This phasing
will allow AssetWorks to focus on each individual user department's operations, work-flows and
requirements as the implementation progresses. The phases are as follows:
1. Phase 1: City-Wide Implementation - Overall project management,
interface development and enhancements.
M5 installation,
2.
Phase 2: GSD Implementation - Systems application upgrade at all GSD facilities,
including system design, data conversion, system setup and configuration and user
training.
3.
Phase 3: LAFD Implementation - Implementation of the upgraded application at all
LAFD facilities, including system design, data conversion, system setup and
configuration and user training.
4.
Phase 4: LAPD Implementation - Implementation of the upgraded application at all
LAPD facilities, including system design, data conversion, system setup and
configuration and user training.
5.
Phase 5: MPMS Implementation - Installation of Motor Pool Management System
controllers at seven City of Los Angeles locations, configuration of the Motor Pool
modules and user training.
6.
Phase 6: Capital Asset Management (CAM) Implementation - Implementation of the
integrated CAM application, including system design, user training and data loading.
Staffing
GSD, LAPD, LAFD and ITA are requesting positions as outlined in Attachment 4a to support the
VMS upgrade and MPMS. These positions are required for the implementation, end user
training, continued information technology support, system administration,
management
reporting and analysis for fleet operations. All three departments have submitted a budget
request for FY 14/15 for the positions required.
CONCLUSION
GSD, ITA, LAPD, and LAFD, agree that the VMS upgrade should go forward and have worked
closely to identify funding strategies, to assist in the generation of an implementation plan, and
to develop system requirements to ensure the success of the project. However, even with the
collaboration between the departments the project cannot go forward without the funding and
the allocation of positions that have been outlined in the recommendation section below.
3
VMS Report
April 10, 2014
RECOMMENDATIONS
1. If GSD or LAPD's FY14/15 budget request for positions are not approved, instruct the CAO
to work with GSD, ITA, and LAPD to allocate positions and identify funding for VMS
implementation and subsequent ongoing maintenance of the system.
2. Authorize GSD, ITA, LAFD and LAPD to hire staff once funding is identified and positions
allocated.
3. If ITA's FY 14/15 budget request for staffing, software/hardware, and equipment is not
approved authorize the Controller to transfer $343,225 to ITA's account for contractual
services and $181,629 to ITA's 6010 account for software/hardware and $53,000 to ITA's
7300 account for equipment from the Un-appropriated Balance.
4. Authorize ITA to hire staffing and/or a contractor required to host the VMS project.
5. Authorize ITA to purchase equipment, hardware and software required to host the VMS.
6.
Instruct CAO to work with GSD, ITA, and LAPD to identify $586,854 to replenish 3040
funding used by ITA for staffing and equipment in FY 13/14. Once this funding is identified
authorize the Controller to transfer the funds to GSD's 3040 account.
7.
Instruct the CAO to identify $15,000 needed to purchase communication equipment required
to implement MPMS.
8. Authorize GSD, ITA, LAPD, and LAFD to enter into a contract with AssetWorks for
implementation and maintenance of VMS and MPMS.
9. Instruct the CAO to work with LAFD to allocate positions and identify funding For VMS
implementation and subsequent ongoing maintenance of the system.
Attachments
~\
Charlie Beck, Police Chief
Los Angeles Police Department
~--
Steve Reneker, General Manager
Ja es
. Featherstone,
Interim Fire Chief
Lo A geles Fire Department
4
0150-08919-0002
TRANSMITTAL
TO
DATE
The Council
COUNCIL FILE NO.
APR @7 2014
COUNCIL DISTRICT
FROM
The Mayor
Amendment No.1 to Supplemental Agreement No.1 to City Contract C-116087
with Time Warner Cable Pacific West LLC dba Time Warner Cable and
Amendment No.3 to City Contract C-117048 with Qwest Communications
Company, LLC dba CenturyLink QCC for Internet Connectivity Services
rther processing.
fficer report attached.
(Ana Guerrero)
MAS:AST:11140033c
CAO 649-d
Report From
To: The Mayor
I
CD. No.
Date: 04-01-14
Reference:
Laura 110, (213) 978-3322
Agency (ITA)
ITA transmittal
File No.:
Contact:
Information Technology
I CAD
0150-08919-0002
All
dated December 6, 2013; referred by Mayor for
Internet connectivity
report
services for City facilities
( X ) Amendment
Contract Term Dates:
Time Warner Pacific Cable West LLC doing business as Time Warner Cable:
October 1, 2009 through September 30, 2015 (one-year extension)
Qwest Communications Company, LLC doing business as CenturyUnk
March 15, 2010 throuoh September 30,2015 (one-veer extension)
Amendment Amount for City Contract C-1160B7 with Time Warner Cable:
Proposed amount $1,000,000 + Prior award(s) $2,000,000 = Total $3,000,000
Amendment Amount for City Contract C-117048 with CenturyLink QCC:
Proposed amount $0 + Prior award Is) $2,000,000 = Total $2,000,000
Source
of funds:
General funds budgeted within ITA's Communication
QCe:
$1,000,000
$0
Services Account
Names, Addresses, and Workforce Information for Contractors:
Time Warner Cable, 550 North Continental
CenturyLink
Blvd., Suite 250, EI Segundo, CA 90245 (36% of workforce
resides in the City)
QCC, 1801 California St., 25th Floor, Denver, CO 80202 «1% of workforce resides in the City)
Yes
No
N/A*
2. Aoorocnated funds are available
3. Charter Section 1022 findinas completed
4. Pro osals have been requested
5. Risk Manaqernent review completed
7. Workforce that resides in the Citv: See above
X
X
X
X
X
X
Yes
a. Equal Emplovmt. OootvJAffirm. Action
b. Good Faith Effort Outreach=
d. Contractor Responsibility Ordinance
e.Slaverv Disclosure Ordinance
*N/A - not applicable
** Contracts over $100,000
No
N/A*
X
X
X
X
X
X
COMMENTS
The Information Technology Agency (ITA) is requesting authority to execute Amendment No.1 to
Supplemental Agreement No, 1 (Supplemental Agreement) to City Contract C-116087 with Time
Wamer Cable Pacific West LLC doing business as Time Warner Cable (TWC) and Amendment No, 3
(Amendment) to City Contract C-117048 with Qwest Communications Company, LLC doing business
as CenturyLink QCC (CenturyLink) (jointly, "Contracts"),
The proposed Supplemental Agreement and Amendment will (1) continue to provide internet services
at reduced pricing for several large City facilities, including City Hall East, Van Nuys City Hall, and the
Central Library, (2) add "burstable service" internet pricing, which will allow for the increase of internet
bandwidth during unexpected surges in internet usage, (3) revise the rates for specific services
affected by the standardization of tiers and terms across Western regional markets and add rates for
specific internet-related services, and (4) extend the term of the Contracts on a monthly basis by one
year through September 30, 2015 to allow sufficient time to complete a new procurement process
and the transfer of services, if necessary. In addition, the funding for the proposed Supplernental
Agreement with TWC would increase by an additional $1 million, resulting in total maximum
compensation of $3 million. The proposed funding for the Arnendment
lth CenturyLink would not
change.
11140033c
CAO File No.
0150-08919-0002
Page
2
TWC and CenturyLink were selected as a result of a Request for Proposals (RFP) for internet and
related services conducted by ITA in 2009. Each Contract includes a menu of internet related
services the City can procure, with the most fundamental being the connection of City facilities to the
internet. The City can also purchase cable television services through the TWC Contract. These
Contracts are non-exclusive agreements; when the City requires additional internet services, ITA
requests pricing from both contractors. ITA then utilizes the contractor that provides the lowest priced
services. In some cases, both contractors are asked to be available to provide similar services to
certain facilities to ensure redundancy and increase reliability. In addition to these two Contracts with
TWC and CenturyLink, the City also procures some internet related services through the existing
telecommunications services contract with AT&T California (AT&T, C-112988).
The original Contracts were each executed for a three year term and subsequently amended to
extend the term of the Contracts with a co-termination date. The existing Contract with TWC is for a
term effective October 1,2009 through September 30, 2014. The proposed Supplemental Agreement
will extend the TWC Contract on a monthly basis by one year for a new six-year term effective
through September 30, 2015. The existinq Contract with CenturyLink is for a term effective March 15,
2010 through September 30, 2014. The proposed Amendment will extend the CenturyLink Contract
on a monthly basis by one year for a new term of five years and six and a half months through
September 30, 2015. ITA is beginning a new RFP process for internet services and anticipates that
the contracts with the vendors selected as a result of the new RFP process will begin on or before the
Contracts expire on October 1, 2015.
To date, ITA has expended $1.35 million on the TWC Contract and $232,186 on the CenturyLink
Contract. The current estimated monthly expenditure on these Contracts is $50,000 and $5,000,
respectively, for a total estimated annual expenditure of $660,000. While ITA anticipates expenditures
for CenturyLink will not exceed the existing $2 million maximum compensation amount authorized by
the contract, monthly expenditures for TWC are expected to increase due to the replacement of AT&T
T1 lines by TWC fiber at approximately 97 Fire Stations to provide increased bandwidth at nearly the
same monthly cost. Consequently, ITA estimates that the TWC Contract limit will need to be
increased by $1 million from $2 million to $3 million to cover anticipated expenditures through
September 30, 2015.
TWC and CenturyLink have complied with all applicable City contracting requirements. Charter
Section 1022 does not apply to the Contracts as there is no defined labor component associated with
the provision of internet services. The Mayor waived the Good Faith Effort outreach for the original
Contracts. In accordance with the Los Angeles Administrative Code Section 10.5(a), Council approval
of the proposed Supplemental Agreement and Amendment is required because the term of the
Contracts will exceed three years and the annual expenditure on the Contracts will exceed $139,150.
ITA has sufficient funds budgeted within its Communication Services Account in fiscal year 2013-14
to fund all cable and intemet services, including expenditures through these Contracts as well as
intemet services provided through the telecommunications contract with AT&T. Future fiscal year
Contract expenditures are subject to future appropriation.
CAO File No.
0150-08919-0002
Page
3
RECOMMENDATIONS
That the Council:
1. Approve and authorize the General Manager of the Information Technology Agency, or
designee, to execute Amendment No.1 to Supplemental Agreement No.1 to City Contract C116087 with Time Warner Pacific Cable West LLC, doing business as Time Warner Cable, for
Citywide internet connectivity services, in order to add "burstable service," revise and add
contract pricing, increase maximum compensation by $1 million for a new total contract
compensation not to exceed $3 million, and extend the term of the Contract by one year for a
revised contract term effective six years from October 1, 2009 through September 30, 2015,
subject to the review and approval of the City Attorney; and
2. Approve and authorize the General Manager of the Information Technology Agency, or
designee, to execute Amendment
No. 3 to City Contract C-117048 with Qwest
Cornmunications Company, LLC doing business as CenturyLink QCC for Citywide internet
connectivity services, in order to add "burstable service," revise and add contract pricing, and
extend the term of the Contract by one year for a revised contract term effective five years and
six and a half months from March 15, 2010 through September 30, 2015, subject to the review
approval of the City Attorney.
Upon approval, execution of this contract could result in anticipated combined expenditures of nearly
$660,000 annually on City Contract C-116087 with Time Warner Cable and City Contract C-117048
with CenturyLink. The Information Technology Agency Communication
Services Account is
anticipated to have sufficient budgeted funds to cover these Contract expenditures. Since budgeted
funds are available in 2013-14 and future payments are subject to future appropriation, the
recommendations provided in this report are in compliance with the City's Financial Policies.
CITY OF Los
STEVE RENEKER
GENERAL MANAGER
ANGELES
INFORMATION
TECHNOLOGY
AGENCY
CALIFORNIA
MARK P. WOLF
EXECUTIVE
ASSISTANT
OFFICER
GENERAL MANAGERS
TED M. Ross
-9
AM 9:;: ..
GREG R. STODDARD
ROOM 1400, CITY HALL EAST
LOS ANGELES, CA 90012
(213) 978-:331 1
FAX (213) 978-3310
ITA.LACITY.ORG
ERIC GARCETTI
MAYOR
December 6,2013
REF: ASB-313-13
Room 303, City Hall
Subject:
REQUEST FOR AMENDMENTS TO PERSONAL SERVICES
CONTRACTS - INTERNET SERVICES PROVIDERS
In accordance with Executive Directive No.3, attached for your review and approval are
amendments to personal services Contract No. C-116087 with Time Warner Cable
Pacific West LLC dba Time Warner Cable (Time Warner) and Contract No. C-117048
with Qwest Communications Company LLC dba CenturyLink QCC (CenturyLink).
These amendments will provide the City with "Burstable Service" which will mitigate the
impacts on City's internet services due to unexpected surges and extend the terrn of the
contracts up to one year to complete the new procurement process and transfer
services if necessary.
Background
The City entered into a three-year contract with Tirne Warner effective October 1, 2009,
and with CenturyLink on March 15, 2010 that provided the City with two independent
Internet connections with fault protection and sufficient capacity to meet the City's
Internet needs at City Hall East and the Marvin Braude Center in Van Nuys. The
internet services covered under these contracts are critical to the City's daily business.
The contracts also provide cable TV, cable modem, point to point data connections and
telephone services for exclusive franchise of the Playa Del Rey not covered in the AT&T
nor Verizon service area. These services are utilized by all Council Controlled
Departments and are funded either through ITA's budget allocation or from interdepartmental transfers.
The two contracts were subsequently amended to extend the term of the contracts with
a co-termination date of September 2014. ITA is requesting to amend both contracts to
incorporate new lower rates, add "Burstable Service" to allow increase of internet
bandwidth during unexpected surges and extend the current contracts up to one year
AN
EQUAL
EMPLOYMENT
OPPORTUNITY
- AFFIRMATIVE
ACTION
EMPLOYER
December 6, 2013
Page 2
on a month to month basis to allow sufficient time to complete a new Request for
Proposals (RFP) and transfer of services if necessary.
The contract limit for each contract is $2,000,000. As of April 2013, ITA has expended
approximately over $1,138,000 on Time Warner and less than $151,000 on CenturyLink
contract. A minor amount had been allocated to other departments for their use.
Currently, ITA's monthly invoices for Tirne Warner and CenturyLink are approximately
$50,000 and $5,000 respectively. ITA does not anticipate any significant increase in
CenturyLink's monthly invoice so the current contract limit for CenturyLink is sufficient.
However, the monthly expenditures with Tirne Warner are expected to increase as
AT&T T1 lines are being replaced with Time Warner fiber at approximately 97 Fire
Stations to provide increased bandwidth at nearly the same monthly cost. Therefore,
ITA estirnates that the Time Warner contract limit will need to be increased to
$3,000,000 to cover anticipated expenditures through September 2015. The execution
of these contract amendments does not obligate the City to utilize all the contractors'
services or all of the allocated funds. The contracts are also subject to termination by
the City if funds are not appropriated for the services in any ensuing fiscal year
commencing July 1.
Both Time Warner and CenturyLink have uploaded the following required documents in
BAVN; CenturyLink's documents have been verified, and approval of Time Warner's
documents by Office of Contract Compliance at Public Works/Bureau of Contract
Administration are pending.
Yes
2. Aoorooriated funds are available
3. Charter Section 1022 completed
x
x
x
5. Risk Management review completed
6. Standard Provisions for City Contract
7. Workforce that resides in the City:
%
No
N/A*
x
x
x
a. Eoual Ernployrnr. Onntv.lAffirm. Action
b. Good Faith Effort Outreach
c. Bcual Benefits Ordinance
c. Contractor Resnonsibilirv Ordinance
Yes
No
x
x
x
x
x
*NI A - not applicable
The headquarters address and workforce information for each contractor is as follows:
CenturyLink
1801 California St., zs" Floor
Denver, CO 80202
% of Workforce Residing in the City: <1%
Time Warner Cable LLC
550 N. Continental Blvd. Suite 250
EI Segundo, CA 90245
% of Workforce Residing in the City: 36%
N/A*
x
December 6, 2013
Page 3
Both contractors have provided current proof of insurance in the amounts identified by
the City's Risk Manager.
The contract amendments have been reviewed and approved by the City Attorney as to
form. ITA is requesting an expedited review and approval of the contract amendments
in an effort to provide City departments with continuous Internet service.
Fiscal Impact Statement
Required funding for these contracts is available in the Information Technology
Agency's fiscal year 2013-2014 Communication Services Account. No additional
funding is required.
Recommendation
That the City Council, subject to the approval of the Mayor, authorize the General
Manager of the Information Technology Agency, or his designee, to execute a personal
services contract amendments with Time Warner and CenturyLink to add "burstable"
service and extend the terms of each contract on a month by month basis through
September 30,2015.
Please contact Ms. Laura Ito at 978-3322 with any additional questions.
Steve Reneker
General Manager
Enclosures
ec:
Claudia Aguilar, Office of the City Administrative Officer
AnneWu, ITA
Irene Mayeda, ITA
Nicanier Rosas, ITA
AMENDMENT NO.1 TO SUPPLEMENTAL AGREEMENT NO.1 TO
CONTRACT C-116087
between
CITY OF LOS ANGELES
and
TIME WARNER CABLE PACIFIC WEST LLC DBIAI TIME WARNER CABLE
THIS Amendment No. 1 to Supplemental Agreement No. 1 to Contract C-116087
("Amendment") 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 ("ITA") and Time Warner Cable Pacific West LLC
d/b/a Time Warner Cable, a Delaware limited liability company (hereinafter referred to
as "Contractor").
WITNESSETH:
WHEREAS, on October 1, 2009, the City and Contractor's predecessor-in-interest,
Time Warner Cable LLC, through its Los Angeles Division, entered into Contract C116087, whereby Contractor agreed to provide internet and related services to the City;
and
WHEREAS, on March 15, 2013, Contract C-116087 was subsequently amended
through Supplemental Agreement No.1, which 1) extended the term of the contract
through September 30, 2014, 2) revised contract pricing for specific service locations,
and 3) changed the assignee of the Contract to Time Warner Cable Pacific West LLC
d/b/a Time Warner Cable; and
WHEREAS, the Contractor notified the City that due to standardization of tiers and
terms across all Western Regional markets in order to comply with standardization
initiative, part of the services in the Contract are inherently affected; and
WHEREAS, the City requested the Contractor to include provisions of "Burstable
Service" in the Contract that will mitigate the impacts on City internet services due to
unexpected surges in internet usage during newsworthy events of interest to a broad
range of users: and
WHEREAS, the Contract will expire on September 30, 2014, and the City requires an
additional period of time up to 12 months on a month to month basis to complete the
new procurement process and transfer services if necessary; and
WHEREAS, the City desires to increase the contract limit by $1 million in order to cover
anticipated expenditures throughout the entire term of the Contract; and
WHEREAS, the City now desires to amend Contract C-116087 to revise the rates for
specific services affected by the standardization initiative and to include additional
internet-related services in the Contract for the benefit of the City; and
1
WHEREAS, all capitalized terms not otherwise defined in this Amendment shall have
the same meanings ascribed to them in the Contract.
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:
1.
Section 1. Term of Contract is hereby deleted in its entirety and replaced as
follows:
1. TERM. The term of this Contract commenced on October 1, 2009 and shall
continue through September 30, 2014. Effective October 1, 2014, the term of
this contract shall automatically be extended on a month to month basis for up to
one year unless earlier terminated under the Contract. An Order Term (as set
forth in an applicable SAFE) may not extend beyond the expiration of the
Contract term. Orders for Services under this Contract shall be subject to
termination by the City if funds are not appropriated for the Services in each
ensuing fiscal year commencing July 1. If this Contract is terminated for nonappropriated funds, the City shall provide Contractor with reasonable notice of
any termination along with reasonable detail of the fiscal shortfall.
2.
Section 6. Payment and Compensation, SUbsectiona. Total Contract Expenditure
is hereby deleted in its entirety and replaced as follows:
a. Total Contract Expenditure - The City's total obligation under this Contract
shall not exceed $3,000,000 (Three Million Dollars) subject to available funding.
Contractor further understands and agrees that execution of this Contract does
not guarantee that Contractor's personnel will be utilized or that any or all of
these funds will be expended.
3.
Change to Appendix C. Appendix C of the Contract is hereby modified to
include the rates below.
A. STATIC IP PRICING
The following class C static IP pricing will be added to the fiber internet cost
when requested.
Per Class C static IP pricing is $ 149 MRC
B. BURSTABlE SERVICE
Burstable Service can be added to any dedicated internet service defined under
Appendix C. Additional use charges of $20 per Mbps will be added to the MRC
(monthly recurring cost) for such Primary Service Location or Secondary Service
Location, as the case may be.
Charges for Time Warner Cable Dedicated Internet Access with Burst Option
2
("Burstable Service") consist of three (3) components: (a) a nonrecurring
installation charge ("NRC") per connection (unless waived by TWC); (b) a fixed
monthly recurring charge ("MRC") based on the Committed Information Rate
("CIR") specified in this Agreement; and (c) a NRC based on usage to the extent
usage exceeds the CIR in this Agreement. Customer's usage of Burstable
Service is calculated by measuring Customer's Send Traffic and Receive Traffic
every five (5) minutes for the previous five (5) minute period. At the end of each
month, the Send Traffic and Receive Traffic sample sets for that month are
separately ordered from highest to lowest and the top five percent (5%) of
samples are discarded. The highest remaining sample (either Send Traffic or
Receive Traffic) is the ninety-fifth (95th) percentile. If the ninety-fifth (95th)
percentile is a fraction of a megabit, it is rounded to the next full megabit and is
compared to the CIR. If the ninety-fifth (95th) percentile is greater than the CIR,
Customer will, in addition to being billed for the CIR, be billed for the difference
between the CIR and the ninety-fifth (95th) percentile and such difference shall be
billed at the contracted-for price per megabit.
C. REDUNDANT SITE SERVICE
Business solutions for back up or redundant hub site services that facilitate
business continuity are billed as follows:
- Additional Ethemet Virtual Circuits (EVC's) from a given site to an
additional host site will incur a 20% port only fee. No additional
charges will apply to the host site.
Add new pricing provision to reflect "special discount pricing" for LAWA's
Skyview Center, Telecom and 7303 World Way West.
The following Secondary Service locations will be added to the Secondary
Service Location table:
LAWA - Skyview Center
6053 W. Century Blvd
30Mb
Suite 200
Los Anaeles, CA 90045
LAWA - Telecom
10285 Post Way
30Mb
7303 World Way West
To:
2260 E. EI Segundo
10Gig
Blvd
Fiber Internet
3 Yr
$1,024.00
Fiber Internet
3 Yr
$1,024.00
Pt to Pt
Fiber
3 Yr
**
. .
** 10Glg service eligible to move to 444N. Nash SI. EI Segundo, CA 90245 at an ICB rate .
3
$6,500
4.
Change to Appendix E. The rate tables
and Section 3 - Broadband High Speed
Contract, are hereby entirely deleted and
effective upon mutual execution of this
Security below including the pricing matrix
1. Scalable Point-to-point,
Fiber Optic Connectivity
in Section 1 - Scalable Point-to-Point,
Data Solutions, in Appendix E of the
replaced by the modified tables below,
Amendment.
Section 7 - Managed
is hereby added in Appendix E.
Point-to-multipoint
and Multipoint-to-multipoint
I Metro Ethernet Solution (MES):
Scalable Internet
St'
svmme nca I B an d WIid t h *
5Mbps
10Mbps
20M bps
30Mbps
40Mbps
50Mbps
60Mbps
70Mbps
80Mbps
90Mbps
100Mbps
200Mbps
300Mbps
400Mbps
500Mbps
600Mbps
700Mbps
800Mbps
900Mbps
1Gbps
10Gbps
..
L'1St Rate:
$840
$1,320
$1,800
$2,040
$2,400
$2,850
$3,000
$3,240
$3,480
$3,720
$4,110
$5,280
$6,480
$7,680
$8,880
$10,080
$11,280
$12,480
$13,680
$14,670
$25,000
Scalable Transport
Symmetrical Bandwidth*:
5Mbps
10Mbps
20Mbos
30Mbos
40Mbos
50Mbos
List Rate:
$780
$1,020
$1,320
$1,500
$1,680
$1,920
4
._--
$2,040
$2,220
$2,400
$2,640
$2,952
$3,240
$3,600
$3,960
$4,080
$4,440
$4,800
$5,160
$5,640
$6,000
$10,000
60Mbos
70Mbos
80Mbos
90Mbos
100Mbos
200Mbos
300Mbps
400Mbps
500Mbps
600Mbps
700Mbps
800Mbps
900Mbps
1Gbps
10Gbps
"List prices for buildings in which Time Warner Cable owned fiber is already
available.
3. Broadband
High Speed Data Solutions:
Tier:
* Bandwidth
MRC':
1
***3 Mbps x 384 Kbps
$55.96
2
** 5 Mbps x 512 Kbps
$69.99
3
** 7 Mbps x 786 Kbps
$79.99
4
** 10 Mbps x 1 Mbps
$109.99
5
** 12 Mbps x 1.5 Mbps
$149.99
6
** 15 Mbps x 2 Mbps
$199.99
7
** 35 Mbps x 5 Mbps
$320.00
8
** 50 Mbps x 5 Mbps
$385.00
*Tier is based on 1-10 locations. Additional discounts may apply based on a total project and
the number of locations and are determined on an 1GB.
** All Tiers come with Dynamic IP's
*** 3 Mbps x 384 Kbps pricing no longer available for new install.
1 WIFI LAN can be added to any tier for $9.95/month.
7. Managed Security:
The TWCBC Managed Security Solutions service delivers an integrated
network
perimeter
defense solution that includes
a variety
of threat
management and productivity enhancing tools, monitored and managed on a
"24 x 7" x 365. This service was included in the RFP however the pricing was
omitted on the contract.
5
..
Standard MSS Package Components/Features:
.. Managed firewall device
.. Gateway Antispyware protection
.. 24x7 Monitoring and management
.. Intrusion prevention service
.. Weekly emailed management reports
.. DMZ (Demilitarized Zone)
.. Web based management reporting
.. Premium content filtering
.. Gateway Antivirus protection
" Customer web portal
..
Add-On Components/Features
.. Secure Email Services: Spam Filtering & Virus Scan
.. Secure WiFi (Wireless LAN)
•
Pricing Matrix
Managed Security Solutions
Service Plans
SonicWall TZ 100
1 or
2 Year
Term
$39.95
3 or
5 Year
Term
$37.95
$150.00
SonicWall TZ 200
$49.95
$47.95
$150.00
SonicWall TZ 210
$59.95
$56.95
$150.00
Device
Service Tiers
MSS 15 Users
MSS625
Users
MSS2650
Users
MSS 5175
Users
SonicWall NSA
$119.95
$113.95
$150.00
240
SonicWall NSA
MSS 76200
$239.95
$227.95
$150.00
2400
1GB reauired for all custom scenarios (Automatic 1GBfor> 200 users)
U to 500 Email Boxes on Domain
501 1000 Email Boxes on Domain
1001 - 2000 Email Boxes on Domain
Managed Security Solutions 1-2:::0::.:0~1.,:.4:.::0~0;:.0.!:E~m~a:::il.!:B~0~xe::.:s~0:::n;..D:::.o::.:m;:.a::;i.:.:.n-+_~~-~-":':::':':"
AddOn Optional Services
4001+ Email Boxes on Domain
MSS 15 Users
MSS 625 Users
MSS 2650 Users
MSS 51+ Users
5.
$10
$10
$10
1GB
$150.00
$150.00
$150.00
1GB
Ratification Clause. Due to the need for the Contractor's Services to be
provided continuously on an ongoing basis, Contractor may have provided
6
Services prior to the execution of this Amendment. To the extent that said
Services were performed in accordance with the terms and conditions of this
Amendment, those Services are hereby ratified.
6.
Effect of Amendment. Except as amended herein, all other provrsions of
Contract No. C-116087 and Supplemental Agreement No. 1 shall remain
unchanged and in full force and effect.
[Signature page follows.]
7
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
by their duly authorized officers.
APPROVED AS TO FORM:
Carmen A. Trutanich, City Attorney
By: ----::----;-:--;-;-;--;-Laurel L. Lightner
Date:
CITY OF LOS ANGELES
By:
Lau-ra-I~to---------------------
_
Director of Finance and Administration
Date:
_
ATTEST: Holly Wolcott
Time Warner Cable Pacific West LLC
d/b/a Time Warner Cable
Interim City Clerk
By:
_
Signature
Date:
_
Printed Name
Title
Date
Signature
Printed Name
Title
Date
BTRC No.:
_
_
6103567_1 I DOCX
8
AMENDMENT NO.3 TO
CONTRACT C-117048
between
CITY OF LOS ANGELES
and
QWEST COMMUNICATIONS COMPANY, LLC DBA CENTURYLINK
QCC
THIS Amendment No. 3 to Contract C-117048 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 ("ITA") and Qwest
Communications Company, LLC dba CenturyLink QCC (hereinafter referred to as
"Contractor") .
WITNESSETH:
WHEREAS, on March 15, 2010, the City and Contractor entered into Contract C117048, whereby Contractor agreed to provide internet and related services to the City;
and
WHEREAS, on March 13, 2013, Contract C-117048 was subsequently amended which
extended the term of the contract through September 30, 2014; and,
WHEREAS, the City requested the Contractor to include provisions of "Burstable
Service" in the Contract that will mitigate the impacts on City internet services due to
unexpected surges in internet usage during newsworthy events of interest to a broad
range of users: and
WHEREAS, the Contract will expire on September 30, 2014, and the City requires an
additional period of time up to 12 months on a month to month basis to complete the
new procurement process and transfer services if necessary; and
WHEREAS, the City now desires to amend Contract C-117048 to add rates for specific
services and to include burstable internet pricing.
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:
1. Change to Appendix B - The table in Appendix B entitled, "Internet, Private Port
(MPLS), And Enhanced Port Access Pricing" is hereby modified to add the table
below including one time non recurring cost (NRC) and monthly recurring cost
(MRC).
1
Tiered Gigabit Ethernet
NRC'
(1000 Mbps)
Internet
FR Access
MRC
Port
Other Access
MRC
100 Mbps
$4,000.00
N/A
$1,625.00
200 Mbps
$4,000.00
N/A
$2,395.00
300 Mbps
$4,000.00
N/A
$3,055.00
400 Mbps
$4,000.00
N/A
$3,600.00
500 Mbps
$4,000.00
N/A
$4,075.00
600 Mbps
$4,000.00
N/A
$4,440.00
700 Mbps
$4,000.00
N/A
$4,755.00
800 Mbps
$4,000.00
N/A
$5,030.00
900 Mbps
$4,000.00
N/A
$5,280.00
1000 Mbps
$4,000.00
N/A
$5,505.00
Precise Burstable Gigabit
Ethernet (1000 Mbps)
Precise Burstable
NRC·
Internet
Port
Minimum
= 100 Mbps
FR Access MRC
per Mbps
Other Access
MRC per Mbps
0.000 - 100 Mbps
$4,000.00
N/A
$17.80
100.001 - 150 Mbps
$4,000.00
N/A
$15.25
150.001 - 250 Mbps
$4,000.00
N/A
$15.00
200.001 - 250 Mbps
$4,000.00
N/A
$13.25
250.001 - 300 Mbps
$4,000.00
N/A
$12.05
300.001 - 350 Mbps
$4,000.00
N/A
$11.35
350.001 - 400 Mbps
$4,000.00
N/A
$10.45
400.001 - 500 Mbps
$4,000.00
N/A
$9.95
500.001 - 600 Mbps
$4,000.00
N/A
$9.10
600.001 - 700 Mbps
$4,000.00
N/A
$8.20
700.001 - 800 Mbps
$4,000.00
N/A
$7.50
800.001 - 900 Mbps
$4,000.00
N/A
$7.00
900.001 -1000
$4,000.00
N/A
$6.45
Mbps
• Installation fees are waived as long as Access Loop remains in service for at least 12 months
Please refer to Contract Appendix C, Section 3.2 Pricing Methodologies, (c)
Precise Burstable for detail on the Precise Burstable Port billing method.
2. Section 1. Term of Contract is hereby deleted in its entirety and replaced as
follows:
2
1. TERM. The term of this Contract commenced on March 15, 2010 and shall
continue in effect through September 30, 2014. Effective October 1, 2014, the
term of this contract shall automatically be extended on a month to month basis
for up to one year unless earlier terminated under the Contract. This Contract
shall be subject to termination by the City if funds are not appropriated for the
Services in each ensuing fiscal year commencing July 1. If this Contract is
terminated for non-appropriated funds, the City shall provide Contractor with
reasonable notice of any termination along with reasonable detail of the fiscal
shortfall.
3. Except as amended herein, all other provisions of Contract C-117048 and prior
amendments shall remain in full force and effect.
3
IN WITNESS THEREOF, the parties hereto have caused this instrument to be signed
by their duly authorized officers.
Carmen A. Trutanich, City Attorney
By: _;----;--;--::-:-;-;-Laurel L. Lightner
Date:
ATIEST:
CITY OF LOS ANGELES
By:
Lau-ra~lto---------------------
_
_
Date:
June Lagmay
City Clerk
Qwest Communications
dba CenturyLink QCC
By:
_
Signature
Date:
_
Printed Name
Title
Date
Signature
Printed Name
Title
Date
BTRC No.:
_
4
_
Company, LLC
Report From
I Date:
To: The Mayor
The City Council
Contracting DeparlmenUBureau:
C.D. No.
04/17/14
All
I CAO
File No.:
0150-10192-0000
Contact:
Information Technology Agency (ITA)
Betty Ngo; (213) 978-3381
Laura Ito; '(213) '978-3322
Reference:
ITA transmittal dated April 11, 2014; referred bv Mavor for ioint report back to Mavor and Council
To implement Drupal, a web content management platform and provide hosting services for City websites
Type of Contract: ( X ) New contract
( ) Amendment
Contract Term Dates:
Three years upon the date of execution of the contract, with seven one-year
cottons to renew
ContracUAmendment
Prooosed amount
Amount: $4,000,000
$ 4,000,000 + Prior award(s) $ 0 = Total $ 4,000,000
over ten years
Source of funds: Public, Education, and Government (PEG) Access funds within the Telecommunications Development Account (TDA) in years one
and two of the Aareement; fundina for vears three to 10 continaent uoon aoorooriation of funds in future budaet vears
Name of Contractor: Acquia, Inc.
Address: 25 Corporate Drive, Burlington, MA 01803
Yes
1. Council has aooroveo the ourcose
2. Appropriated funds are available
3. Charter Section 1022 findings completed
4. Prooosais have been re uested
5. Risk Manaaement review com leted
6. Standard Provisionsfor City Contracts included
7. Workforce that resides in the Citv: 0%
No
X
X
X
X
X
X
N/A*
Yes
a. EQual Emolovmt. Oootv.lAffirm. Action
X
b. Good Faith Effort Outreach"
c. Equal Benefits Ordinance
X
d.Contractor Resoonsibllitv Ordinance
X
e.sraverv Disclosure Ordinance
X
X
*N/A =:: not appfcable ** Contracts over $100,000
No
N/A*
X
SUMMARY
In accordance with Executive Directive No. 3 (Villaraigosa Series), the Information Technology
Agency (ITA) requests approval to execute a professional services agreement (Agreement) with
Acquia, Inc. (Acquia) to implement Drupal, a web content management platform and provide hosting
services for City websites. The term of the proposed Agreement is three years with seven one-year
options to renew and total compensation not to exceed $4 million for complete and satisfactory
performance of the terms of the Agreement over ten years.
Background
A web content management system (WCMS) allows users to create and manage websites with
relative ease as it does not require programming knowledge. ITA currently uses Stellent, an Oracle
web content management system to create and manage 25 websites for the City (Lacity.org), other
City departments, and elected officials.
ITA has been using Stellent for nearly 10 years. This WCMS is reaching e end of its useful life and
has several functional limitations when compared with newer WCM!Ssin u ing:
11140051h
CAO 661
/2007
Assistant CAO
City Ad
inistratl e Officer
CAO File No.
0150-10192-0000
Page
2
•
Stellent can only be used with Internet Explorer 7, which according to ITA is no longer
supported by Microsoft effective April 2014;
., Stellent's proprietary platform restricts rapid deployment of new features and the ability of ITA
to make requested and needed updates to City websites;
• Stellent is installed on the City's server infrastructure and during electrical outages, City
websites have experienced several hours of downtime.
In response to these functional limitations, representatives from the Citywide Information Technology
Policy Committee (ITPC) assessed various proprietary and open source solutions to replace .the
City's current WCMS. This group recommended that an open source web content management
platform, Drupal, was the best fit to meet the City's needs to develop, maintain, and host City
websites.
Proposed Vendor
ITA identified three key requirements for a vendor based on the recommendation for a new WCMS:
•
•
•
Proven experience developing and migrating multiple, interconnected websites to the Drupal
platform;
Proven experience providing training and knowledge transfer to City employees with limited
Drupal knowledge, including technical support services for the migration of selected, priority
City websites to the Drupal platform;
Proven Drupal-dedicated externally-hosted environment for City websites.
Per Charter Section 1022, the Personnel Departrnent determined that this type of work is highly
specialized and of a proprietary nature and that there are no classifications of City employees that
can perform these services. Accordingly, ITA evaluated the services provided by several vendors and
determined that Acquia is the only vendor that satisfied all of the City's requirements for a
replacement WCMS.
As Drupal is an open source platform, the City would benefit from the rapid development of website
building tools, templates, and other new features made available by Drupal contributors, which would
enable City staff to develop and update City websites quickly in response to rapidly changing
departmental operational needs. ITA indicates that Drupal is almost 15 years old and has a large
community of users and developers that contribute to the product's long-term stability and reliability.
Additionally, Acquia is a leading provider of the Drupal platform which is utilized by a multitude of
public and government agencies to manage their websites, including the United States Department of
Justice, Federal Emergency Management Agency (FEMA), United States Army, States of Georgia
and Colorado, and various counties and cities.
Proposed Contract Terms
During the first two years of the Agreement, Acquia will develop and migrate three critical City
websites, Lacity.org, LAcityview.org, and Ladotlacity.org to the Drupal platform and externally host
these websites on Acquia's Cloud Site Factory platform and environment. During this time, ITA and
other City department staff responsible for website development and maintenance will receive Drupal
CAO File No.
0150-10192-0000
Page
3
training and participate in the development and migration process, in order to ensure that City staff is
able to develop and migrate remaining City websites to the Drupal platform over the term of the
Agreement.
While the cost of the Agreement is an amount not to exceed $4 million over a term of up to 10 years,
the following chart breaks down the total estimated cost per service along with the estimated duration
of that service:
Description
Development Phase - initial engagement and consulting
services for development and migration of three City
websites to the Drupal platform and external hosting
environment, inctudlno tralnino workshops for City staff
Hostlnq and support services - $202,500 annually
Hosting and support services - increase by the greater of
five percent or the annual CPI
Other consulting and hostina services as needed
Total Maximum Compensation (Years One to 10)
Years
One and Two
Total Estimated Cost
$1,041,689
Three to Five
Six to 10
$607,500
$1,174,887
One to 10
$1,175,924
$4,000,000
Public, Education, and Government Access (PEG) funding is available in the Telecommunications
Development Account (TDA) for the development phase in years and one two of the Agreement. Use
of PEG funds is restricted by federal law. Since the City can only use those funds for the website
development portion of this work, an alternative funding source will be needed once development is
complete. Possible alternative funding sources in years three to 10 of the Agreement for hosting and
support services may include unrestricted TDA funding or General Funds. The Agreement is subject
to termination if funds are not appropriated for these services in each ensuing fiscal year beginning
July 1.
ITA plans to adopt the Drupal platform and migrate the remaining 22 websites it manages to Acqula's
Cloud Site Factory platform and environment over the term of the Agreement. To ensure continuity of
services, it is recommended that the General Manager of ITA be authorized to extend the term of the
Agreement in one-year increments, for an additional seven years provided that all other terms and
conditions remain the same, funds have been budgeted for this purpose, and all other legal
requirements are met.
In accordance with Los Angeles Administrative Code Section 10.5, City Council approval of the
proposed agreement is required because the term exceeds three years, including seven one-year
options to renew. To the best of our knowledge, Acquia has complied with all City contracting
requirements, policies, and procedures. As this is a sole source contract, a Good Faith Effort (GFE)
outreach is not required.
RECOMMENDATIONS
That the Council:
execute, a professional services agreement with Acquia, lnc., to implement web content
management platform, Drupal, and provide hosting services for City websites, for a three-year
CAO File No,
0150-10192-0000
Page
4
term effective upon the date of execution of the contract, with seven one-year options to
renew, and total compensation not to exceed $4 million over the ten-year term of the
Agreement, subject to the review and approval of the City Attorney; and
2, Authorize the General Manager of the Information Technology Agency to amend the
professional services agreement with Acquia, Inc, to extend the term for an additional seven
years, in one-year increments, so long as all other terms and conditions remain the same,
funds have been budgeted for this purpose, and all other legal requirements are met.
Funding for the development phase in years one and two of this Agreement is provided by Public,
Education, and Government (PEG) Access funds in the Telecommunications Development Account
(TDA), Possible alternative funding sources for hosting and support services in years three to 10 of
the Agreement may include unrestricted TDA funding or General Funds. Continuation of this
Agreement is subject to the appropriation of funds in ITA's budget in each ensuing fiscal year
beginning July 1, Accordingly, as budgeted funds will be used to support the proposed expenditures
and expenditures are limited to the appropriation of funds in the budget, the recommendation
provided in this report is in compliance with the City's Financial Policies,
MAS:JMY:11140051 h
City of Los Angeles
STEVE RENEKER
GENERAL MANAGER
CHIEF TECHNOLOGY OFFICER
MARK P. WOLF
Executive Officer
ASSISTANT
GENERAL
INFORMATION TECHNOLOGY
AGENCY
California
ROOM 1400, CITY HALL EAST
LOS ANGELES, CA 90012
(213) 978·3311
FAX (213) 978-3310
201~APR I ~ PM 3:
MANAGERS
Ted M. Ross
Greg R. Stoddard
~!I(H""IIHINISTRATIVE()f
.
ita.lacity.org
ERIC GARCETII
MAYOR
REF: ASB-078-14
April 11, 2014
Room 303, City Hall
Subject: REQUEST FOR PERSONAIf SERVICES CONTRACT WITH ACQUIA INC.
Attached for your review and approval is a three year personal services contract with
seven one-year renewal options with Acquia Inc. to convert City websites to a modern
content management platform (Drupal), as well as provide a secure and robust hosted
environment for those sites.
Background
The City of Los Angeles Information Technology Agency (ITA) currently uses the
Oraclel'Stellent 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 Lacityview.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 is ten years old and has limited functionality compared to
newer web content management systems. In addition, can only be used with Internet
Explorer version 7 (obsolete as of April 2014) and is installed on the City's web server
infrastructure that does not have the scalability and staffing support needed to maintain
business-critical websites resulting in multiple website outages over the last year.
The citywide IT Policy Committee conducted a study, which concluded with the
recommendation to replace the Stellent platform with a popular open source solution
known as Drupal that could be implemented at an enterprise level with highly reliable
and available infrastructure supported by expert staff. Furthermore, it was found that
Drupal was already in use by the LA Public Library and many award-winning, highperforming, and high-profile government websites such as the official sites for: City of
Austin, Bay Area Rapid Transit, The White House, Transportation Security
An Equal Employment Opportunity - Affirmative Action Employer
April 11, 2014
Page 2
Administration (TSA), Small Business Administration, Department of Homeland Security
(DHS), and Federal Emergency Management Agency (FEMA).
An enterprise approach to implementing Drupal would allow the City to centrally
manage and host 25 or more websites, and help satisfy the Municipal Access Policy
Board's LA Cityview 35 Strategic Plan (Council File 10-1826), which includes the
following recommendations:
• Proceed with the design and build-out of a website and multi-platform media
applications.
• Channel 35 and MAPB should establish benchmark metrics to indicate the
success of content. Programs that have strong viewership and rankings can be
highlights on the LACity.org homepage. Programs with low viewership should be
taken out of the cable broadcast rotation and maintained as web-only content.
A large, complex, and time-sensitive Drupal implementation such as this requires
expertise and services in three areas:
• Proven experience developing and migrating multiple, interconnected websites
• Proven experience providing training and knowledge transfer to developers (City
employees) with limited Drupal knowledge
• Proven Drupal-dedicated externally-hosted environment that is scalable, robust,
reliable and backed with expert Drupal-platform support
Based on information published by reliable third party sources and a competitive RFP
process recently performed by the Bay Area Rapid Transit, Acquia Inc. is the only
vendor who provides all of these services. Acquia is the largest and only commercial
entity with a dedicated focus on Drupal and the only one with a dedicated 24x7 SLAbased support organization. Only Acquia offers a fully-managed, Cloud-based Drupal
platform (Site Factory) as a service. Acquia is the only Drupal-centric organization that
certifies Drupal on a variety of levels within the public sector. In addition, Acquia's
employees include top Drupal contributors/maintainers, providing expertise not found in
any other organization.
ITA has negotiated an SOW with Acquia to guarantee discounted development and
migration of three critical City websites: Lacity.org, Lacityview.org and Ladot.lacity.org,
to be delivered within a year of contract execution. During that time (expected to be just
under one year), ITA and other City department staff will receive Drupal training and
also participate in the development and migration, with the objective of positioning City
staff so that they can develop and migrate the remaining 22 ITA-managed City
websites.
In addition to development, migration, and training services, the contract also provides
for ongoing hosting and support. It also provides guaranteed pricing for additional
services the City may require during the contract term.
April 11, 2014
Page 3
The initial term of this contract shall commence upon contract execution for a three-year
term. ITA requests that the General Manager, or designee, be authorized to approve
extending the contract for an additional seven years, for a total of ten years.
The Personnel Department determined that City employees cannot perform the work
being proposed for contracting as the services are proprietary.
The City Attorney has reviewed and approved the draft contract as to form a.
ITA requested the following documents from the vendor:
The Affirmative Action affidavit has been verified by the Office of Contract
Compliance and is valid through 2/11/15
The Non-discrimination/Equal
Employment Practices, Equal Benefits, Slavery
Disclosure, and the First Source Hiring Ordinance affidavits have been uploaded
in www.labavn.org, and verified by the Office of Contract Compliance. Affidavits
are valid thru 1/30/15.
The Contractor Responsibility Questionnaire was verified by the Authorized DAA
Representative in Public Works on 2/4/14.
The Bidder Certification CEC form 50 and the Bidder Contributions CEC form 55
have been completed by the vendor and signed March 2014.
The insurance limits for General Liability, Workers Compensation,
and
Professional Liability have been set and the vendor is in the process of reviewing
and providing their accord.
The headquarters address and workforce information is reported as follows:
25 Corporate Drive
Burlington, MA 01803
0% of the workforce resides in the City.
The vendor has applied for a valid Business Tax Registration Certificate.
Fiscal Impact
The City's obligation for the 10-year term of this Contract shall not exceed
$4,000,000.00 (Four million dollars). The development phase of this project (years 1-2)
is estimated at $1,041,689. The remaining contract amount would cover annual hosting
and support for subsequent years, as well as a contingency for additional consulting
services.
April 11, 2014
Page 4
The development phase of this project is funded by the Public, Education and
Government (PEG) Access funds within the Telecommunications Development Account
Fund. ITA expects to use unrestricted TDA funding or General Fund for subsequent
annual hosting fees (years 3-10) and will request these funds in the subsequent fiscal
year. Continuation of this contracted service will be subject to the approval of this
funding in ITA's budget.
A Project Manager in the Technology Services Bureau of ITA will administer this
contract.
Recommendation
That the General Manager of the Information Technology Agency, or his designee, be
authorized:
1. To execute a three year personal services contract with seven one-year renewal
options with Acquia Inc. to convert City websites to a modern content management
platform (Drupal) and to provide on-going hosting and support for the sites.; and
2. To approve up to seven (7) one-year contract extensions for a total of 10 years, and
a contract maximum of $4,000,000.
Please contact Laura Ito, Director of Finance and Administration at 978-3322 with any
questions.
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Steve Reneker
General Manager
Attachments
ec:
Jody Yoxsimer, CAO
Jenny Mach Yau, CAO
Ted Ross, ITA
Laura Ito, ITA
Irene Mayeda, ITA
Betty Ngo, ITA
Madeline Paguio, ITA
or
CONTRACT
BETWEEN
CITY OF LOS ANGELES
AND
ACQUIA INC.
THIS CONTRACT, is made and entered into by and between the CITY of
Angeles, a municipal corporation (hereinafter referred to as "CITY"), acting by
through the Information Technology Agency (hereinafter referred to as "ITA"),
Acquia
Inc., a Delaware
corporation
(hereinafter
referred
to as
"CONTRACTOR").
Los
and
and
the
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 knowledge 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
Acquia, Inc.
and Hosting - City of Los Angeles, CA
Professional Services Agreement
Page 1 of 25
1. PROJECT BACKGROUND AND DESCRIPTION
The City of Los Angeles Information Technology Agency (ITA) currently uses the
Oraclelfstellent Web Content Management
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), 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 externallyhosted 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
CONTRACTOR in all matters pertaining to this CONTRACT:
to
represent
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 all legal notices and demand shall also be sent to:
Acquia, Inc.
Page 2 of 25
Acquia Inc.
Attn: General Counsel
25 Corporate Drive
Burlington, MA 01803
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
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'S PROGRAM MANAGER shall represent the CITY in all matters
within the scope of the CONTRACT related to project management. The
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CITY'S PROGRAM MANAGER will in turn designate a PROJECT
MANAGER(s) to represent CITY in all 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 on the date the CONTRACT is
attested by the City Clerk and terminate three (3) years later (the "Initial Term").
Contract shall be subject to termination by the City if funds are not appropriated
for these services in each ensuing fiscal year commencing July 1. Council has
delegated authority to the General Manager of ITA to amend the contract to
extend the term for an additional seven (7) years, in one year increments with the
same terms and conditions so long as funds have been budgeted for this
purpose and all other legal requirements have been met. Such amendment may
increase prices as agreed upon in Appendix E Pricing so long as the ITA has
budget authority.
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 - City of Los Angeles, CA
Acquia, Inc.
Page 4 of 25
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
"Order Form for Acquia 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 II
Telephone:
(213) 978-3375
E-Mail:
[email protected]
4.2.
Invoicing and Payment
CONTRACTOR shall submit respective invoices to the CITY'S PROJECT
MANAGER, with all supporting backup documentation as set forth in
Section 8 "Pricing and Payment Schedule" of Appendix B and in Appendix
C "Order 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
Acquia, Inc.
Professional
Services Agreement
Page 5 of 25
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 CITY's
responsibility to payor if CONTRACTOR is required to make any such
payment on the CITY's 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, (ii) such written
statement represents that the amount in dispute has been determined after
due investigation of the facts and that such disputed amount has been
determined in good faith, and (iii) all other amounts due from the CITY that
are not in dispute have been, or will be, paid as and when required under
this Agreement or applicable Order or SOW.
4.6.
Govemance Structure
The governance structure consists of following elements:
1.
2.
3.
4.
5.
Project Roles
Project Processes
Tasks & Deliverables
Deliverable Review & Acceptance Process
Funds Management
These elements are described below.
Acquia, Inc.
Professional
Services Agreement
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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
Acquia, Inc.
Professional
Services Agreement
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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'S
ENGAGEMENT
MANAGER will lead the meetings. The ITA PROJECT
MANAGER will determine who should attend these meetings.
4.6.2.3.
Project Issue Management
CONTRACTOR
shall raise all project issues (technical
administrative) to the CITY'S PROJECT MANAGER.
ITA shall raise all project
ENGAGEMENT MANAGER.
issues
to
&
CONTRACTOR'S
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
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Professional
Services Agreement
Page 8 of 25
report the issue to the Program Manager.
The Program
Manager will make his/her best effort to resolve the issues.
If the issues are 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 Standard Provisions.
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 SUBCONTRACTOR'S
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
Acquia, Inc.
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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 PROJECT MANAGER
receives CONTRACTOR's invoice.
5. RESPONSIBILITIES
CONTRACTOR
OF AND SERVICES TO BE PERFORMED BY THE
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
6.1.
OF DELIVERABLES
BY CITY
Acceptance
6.1.1. Unless otherwise agreed in writing by CITY, the CITY'S PROJECT
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
Acquia, Inc.
Professional
Services Agreement
Page 10 of 25
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
("UAT") will be completed by the CITY and will be based on the
approved test charters for the project build. Any items not included in
the functional test plans are not considered in-scope for 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 PreLive Testing for a System Deliverable during the Acceptance Period,
CITY will either notify CONTRACTOR in writing of its "Acceptance" of
such System Deliverables, or if CITY determines (as a result of the
foregoing testing or in any other manner) that any System Deliverable
has a Deficiency or does not meet acceptance criteria as outlined in
the applicable, SOW, then CITY will deliver to CONTRACTOR a
written report describing the Deficiency ("Deficiency Notice"). Such
Deficiency Notice shall be delivered to CONTRACTOR within the
Acceptance Period. CONTRACTOR shall correct each such Deficiency
with fifteen (15) calendar days after receiving such report, or if any
Deficiency is one that is not capable of being corrected within the
fifteen (15) day period, then within such longer period of time as
mutually agreed to by the parties, and thereafter CITY may re-test
such errors in accordance with this Section 6.2.1. If CITY fails to
provide written notice of Acceptance or a Deficiency Notice within the
requisite Acceptance Period, then the System Deliverable shall be
deemed Accepted. The parties agree that no System Deliverable shall
"go live" without the CITY's Acceptance.
6.3.
Non-System Deliverable. The parties further agree that for any
Professional
Services
Workshops
or Consulting
Services
(the
"Workshops") provided by CONTRACTOR, the CITY shall have two (2)
working days, unless otherwise mutually agreed upon in a SOW, to accept
or reject the Workshops ("Workshop Acceptance Period"). Upon
completion
of the Acceptance
Period, CITY will either notify
CONTRACTOR in writing of its "Acceptance" of such Workshop, or if CITY
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Professional
Services Agreement
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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.g., databases, applications software, databases management
software, utilities, etc.), sufficient to properly reflect all costs claimed to
have been incurred, or anticipated to be incurred, in performing the
Contract. Such audit shall not be performed more than once annually
during the term of this CONTRACT, and by providing CONTRACTOR at
least fourteen (14) calendar days written notice (at a day and time that is
reasonably acceptable to CONTRACTOR). Such audits shall be
coordinated with CONTRACTOR to ensure both parties are in agreement
with their scope, timing and duration. The CITY understands and agrees
that (i) all Authorized Representatives of the CITY shall comply with all
CONTRACTOR's policies of conduct while on CONTRACTOR's premises;
and (ii) THE CITY shall be responsible for such Authorized
Representatives regarding such audits. For purposes of the foregoing,
"Authorized Representatives" shall mean any of the CITY's representatives
identified by the CITY in writing to CONTRACTOR.
7.2.
The CONTRACTOR shall make said evidence (or to the extent accepted
by the CITY, photographs, micro-photographs, or other authentic
reproductions thereof) available to the CITY at the CITY'S or the
CONTRACTOR'S offices (to be specified by the CITY) at all reasonable
times and without charge to the CITY. Said evidence/records shall be
provided to the CITY within thirty (30) working days of a written request
from the CITY. The CONTRACTOR shall, at no cost to the CITY, fumish
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
Acquia, Inc.
and Hosting
City of Los Angeles, CA
Page 12 of 25
failure to provide records or access within the time requested shall
preclude CONTRACTOR from receiving any payment due under the terms
of this Contract until such evidence/documents are provided to the CITY.
The CONTRACTOR shall obtain its SUBCONTRACTORs and Suppliers
written agreements to the requirements of this Section and shall upon the
CITY'S request, provided a copy of such agreements.
7.4.
CONTRACTOR shall maintain all records, including records of financial
transactions, pertaining to the performance of this Contract, in their original
form, in accordance with requirements prescribed by the CITY. These
records shall be retained for a period of no less than three years following
final payment made by the CITY here under or the expiration date of this
Contract, whichever occurs last. Said records shall be subject to
examination and audit by authorized CITY personnel or by the CITY'S
representative at any time, but not more than once annually, during the
term of this Contract or within the three years following final payment made
by the CITY hereunder or the expiration date of this Contract, whichever
occurs last. CONTRACTOR shall provide any reports required by the CITY
regarding performance of this Contract. Any subcontract entered into by
CONTRACTOR, to the extent allowed hereunder, shall include a like
provision for work to be performed under this Contract.
8. TECHNOLOGICAL CHANGE
As part of the Services, CONTRACTOR shall provide CITY access to new
software or improvements to existing software ("Improved Technology"), but only
to the extent the same software or improvements are provided to other
CONTRACTOR'S customers.
If such Improved Technology incurs additional
fees, the parties shall execute a separate SOW outlining such additional services
and fees.
9. CONTRACTOR PERFORMANCE
EVALUATION
At the end of this CONTRACT, the CITY will conduct an evaluation of the
CONTRACTOR'S performance. The CITY may also conduct evaluations of the
CONTRACTOR'S performance during the term of the CONTRACT. As required
by Section 10.39.2 of the Los Angeles Administrative Code, evaluations will be
based on a number of criteria, including the quality of the work product or service
performed the timeliness of performance, financial issues, and the expertise of
personnel
that the CONTRACTOR
assigns
to the CONTRACT.
A
CONTRACTOR who receives a "Marginal" or "Unsatisfactory" rating will be
provided with a copy of the final CITY evaluation and allowed 14 calendar days
to respond. The CITY will use the final CITY evaluation, and any response from
the CONTRACTOR, to evaluate proposals and to conduct reference checks
when awarding other service contracts.
Acquia, Inc.
Professiona! Services Agreement
Page 13 of 25
10.COMPLIANCE WITH LOS ANGELES CITY CHARTER SECTION 470(c)(12)
FOR MEASURE H/CONTRACTOR CONTRIBUTIONS/FUNDRAISING
The CONTRACTOR, SUBCONTRACTOR'S, and their Principals are obligated to
fully comply with CITY of Los Angeles Charter Section 470(c)(12) and related
ordinances, regarding limitations on campaign contributions and 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 following notice in any contract with
a SUBCONTRACTOR expected to receive at least $100,000 for performance
under this contract:
Notice Regarding
Restrictions
Los
Angeles
Campaign
Contribution
and
Fundraising
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 fund raising for certain elected CITY officials
or candidates for elected CITY office for 12 months after the CITY contract is
signed. SUBCONTRACTOR is required to provide to CONTRACTOR names
and addresses of the SUBCONTRACTOR'S principals and contact information
and shall update that information if it changes during the 12 month time period.
SUBCONTRACTOR'S information included must be provided to CONTRACTOR
within five (5) working days.
Failure to comply may result in termination of
contract or any other available legal remedies include fines. Information about
the restrictions may be found at the CITY Ethics Commission's website at
http://ethics.lacity.org/ or by calling (213) 978-1960.
CONTRACTOR, SUBCONTRACTORs,
and their Principals shall comply with
these requirements and limitations. Violation of this provision shall entitle the
CITY to terminate this CONTRACT and pursue any and all legal remedies
available at law.
11. RATIFICATION CLAUSE
Due to the need for the CONTRACTOR's services to be provided continuously
on an ongoing basis, CONTRACTOR may have provided services prior to the
execution of this Contract. To the extent that said services were performed in
accordance with the terms and conditions of this amendment, those services are
hereby ratified.
12.CONTRACT
MODIFICATIONS,
Acquia, Inc.
CHANGES OR AMENDMENTS
Professional
Services Agreement
Page 14 of 25
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 PSC6. Either party may during the implementation of the Project (as detailed in the
SOW) request a change to any aspect of the Project Plan ("Change Request").
Such Change Request is to be delivered by the requesting party's PROJECT /
ENGAGEMENT MANAGER to the other party's PROJECT / 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 SOW (collectively, "Work Product") are and shall be
deemed works made for hire for CITY under the meaning of the copyright
laws of the United States and any foreign jurisdiction recognizing such right of
authorship.
To the extent
that
CONTRACTOR
incorporates
any
CONTRACTOR materials into any of the Work Product and subject to CITY'S
payment of all applicable fees, CONTRACTOR hereby grants to CITY a
perpetual, royalty-free, non-exclusive, non-transferable license to use such
CONTRACTOR materials solely as necessary for an in conjunction with
CITY'S use of the Work Product (and not separate therefrom).
"CONTRACTOR materials" means all information, methodologies, data,
ideas, concepts, know-how, techniques, documentation,
software and
development
tools
that
CONTRACTOR
possesses
prior
to the
commencement of the Services or which it develops independent of any
activities governed by this Agreement or any SOW, and any derivatives,
modifications or enhancements made to any such property while performing
the Services.
13.1.1.
Unless otherwise provided herein, all Work Products originated and
prepared by CONTRACTOR or its subcontractors of any tier under
Acquia, Inc.
Page 15 of 25
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'S use of the Work
Product (and not separate therefrom). For purposes of this
Contract, "CONTRACTOR Materials" means all information,
methodologies, data, ideas, concepts, know-how, techniques,
documentation,
software
and
development
tools
that
CONTRACTOR possesses prior to the commencement of the
Services or which it develops independent of any activities
governed by this Contract or any SOW, and any derivatives,
modifications or enhancements made to any such property while
performing the Services. The CITY understands that some of the
deliverables may include open source software, including Drupal,
and third party software and that such software is licensed to the
CITY under the existing terms and conditions of the applicable
license.
13.1.3.
CONTRACTOR shall not provide or disclose any Work Product that
contains any CITY Confidential Information to any third party
without prior written consent of the CITY.
13.1.4.
Any subcontract entered into by CONTRACTOR relating to this
Contract, to the extent allowed hereunder, shall include a like
Acquia, Inc.
Page 16 of 25
provisron for work to be performed under this Contract to
contractually bind or otherwise oblige its subcontractors performing
work under this Contract such that the CITY'S ownership and
license rights of all Work Products are preserved and protected as
intended herein. Failure of CONTRACTOR to comply with this
requirement or to obtain the compliance of its subcontractors with
such obligations shall subject CONTRACTOR to the imposition of
any and all sanctions allowed by law, including but not limited to
termination of CONTRACTOR'S contract with the CITY
13.2.
Software Products
Software products purchased or licensed through this Contract are the
property of the City, subject to the terms and conditions of the applicable
purchase/license.
13.3.
City Data
The City is the sole and exclusive owner of all data and information
provided to CONTRACTOR by or on behalf of the CITY for processing,
and any and all updates or modifications thereto or derivatives thereof
made by CONTRACTOR ("City Data"), and all intellectual property rights
in the foregoing, whether or not provided to any other party under this
Contract. Except for City Data that is available on a public facing website
hosted by CONTRACTOR, City Data will be the CITY'S confidential
information under this Contract. CONTRACTOR shall not use City Data
for any purpose other than that of rendering the services under this
Contract, nor sell, assign, lease, dispose of or otherwise exploit City Data.
CONTRACTOR shall not possess or assert any lien or other right against
or to City Data.
14. CONFIDENTIAL
INFORMATION
Neither party shall use or disclose any Confidential Information (as defined
herein) of the other party, except on a need-to-know basis for purposes of
performing its obligations under this Contract and who have agreed in writing to
be bound by terms at least as protective as those contained in this CONTRACT.
Each party shall use the same standard of care to protect the disclosing party's
Confidential Information as it would use to protect its own Confidential
Information (but using no less than a reasonable degree of protection).
"Confidential Information" means any information or material in tangible or
intangible form that:
a) is confidential and proprietary to the disclosing party, which derives economic
value from not being generally known and is the subject of reasonable efforts
by the disclosing party to maintain its secrecy;
Acquia, Inc.
and Hosting
City of Los Angeles, CA
Professional
Services Agreement
Page 17 of 25
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,
and/or federal laws and regulations.
pursuant to local, state
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,
information or material which
"Confidential
Information"
shall not include
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
Confidential Information;
by the receiving
party without
the use of
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
provided that
requirement or order,
-
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
Confidential Information that it is legally required to be disclosed.
of the
The confidentiality obligations set forth in this Section shall continue indefinitely
for so long as the Confidential Information is a trade secret under applicable law
and shall continue for three (3) years following termination or expiration of this
Contract with respect to Confidential Information that does not rise to the level of
a trade secret.
The receiving party shall use such Confidential Information only for the purpose
for which it was disclosed and shall not otherwise use or exploit such Confidential
Information for its own benefit or the benefit of any other party without the prior
written consent of the disclosing party. Each party is responsible for its actions
or inactions. The receiving party shall promptly notify the disclosing party if
Acquia, Inc.
Professional
Services Agreement
Page 18 of 25
receiving party is aware of a breach hereunder, and shall cooperate with any
reasonable request of the disclosing party in enforcing its rights.
The receiving party acknowledges that disclosure of any Confidential Information
or trade secret by it or its employees will give rise to irreparable injury to the
disclosing party or the owner of such information, not adequately compensated
by damages. Accordingly, the disclosing party will be entitled to seek equitable
relief, including injunctive relief and specific performance against the breach or
threatened breach of the undertakings in this Article, in addition to any other legal
remedies which may be available. The receiving party further acknowledges and
agrees that the covenants contained in this Article are necessary for the
protection of the disclosing party's legitimate business interests and are
reasonable in scope and content.
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 intemal business operations as limited by the terms of this
Contract.
15. MISCELLANEOUS
15.1.
Nothing contained in this CONTRACT is intended or shall be construed to
confer upon any person any rights, benefits or remedies of any kind or
character whatsoever, or to create any obligation of a party to any such
person.
15.2. This CONTRACT shall be binding upon and for the benefit of
CONTRACTOR, The CITY and their permitted successors and assigns.
Either party may assign this CONTRACT to an Affiliate and as part of a
corporate reorganization,
consolidation,
merger, or sale of all or
substantially all of its assets or business to which the CONTRACT relates.
Except as expressly stated in this CONTRACT, neither party may
otherwise assign its rights or obligations under this CONTRACT or an
Order or SOW either in whole or in part without the prior written consent of
the other party, and any attempted assignment or delegation without such
consent shall be deemed null and void.
15.3.
Each party agrees that during the term of this CONTRACT and for twelve
(12) months after the CONTRACT terminates or expires it will not
knowingly solicit for employment any person employed by the other party.
Nothing in this clause shall be construed to prohibit individual employees
from responding to public employment advertisements, postings or job
fairs of either party, provided such response is not prompted by a party
intentionally circumventing the restriction of this clause.
Acquia, Inc.
Page 19 of 25
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
Govemment funds, or The CITY is an agency, department, or other entity
of the United States Government ("Govemment"), 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.
Acquia, Inc.
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
Page 20 of 25
the effective date of termination and those reasonable and
necessary costs incurred by CONTRACTOR to affect such
termination. For subscription services and fixed fee Professional
Services projects ("Fixed Fee PS Projects"), the CITY shall not
receive a refund of any prepaid subscription fees or Fixed Fee
PS Projects and for any subscriptions or Fixed Fee PS Projects
that are not paid in full in advance, the CITY shall pay the fees
owed for the remainder of any subscription or Fixed Fee PS
Projects as an early termination fee. Thereafter, CONTRACTOR
shall have no further claims against the CITY under this
Contract. All finished and unfinished documents and materials
procured for or produced under this Contract, including all
intellectual property rights thereto to the Work Product produced
for the CITY, shall become CITY property upon the date of such
termination. CONTRACTOR agrees to execute any documents
reasonably necessary for the CITY to perfect, memorialize, or
record the CITY'S ownership of rights provided herein.
15.7.2.
If at any time after the Initial Term of this CONTRACT,
CONTRACTOR is not interested in extending the term of this
CONTRACT
or materially reduces the services offered,
CONTRACTOR will provide the CITY with a minimum of 90
days' notice.
15.7.3.
Upon written request by the CITY, CONTRACTOR shall provide
the CITY or its designee with a copy of the CITY'S site, which
includes all files, code and databases. Except if the contract is
terminated for cause, should the CITY request transition
services in order to enable the CITY to transition to a different
service provider, the CITY shall be charged CONTRACTOR'S
then current Professional Services Fees and the parties will
execute a separate SOW evidencing the terms of such
additional Professional Services.
15.8. TERMINATION FOR BREACH OF CONTRACT.
15.8.1.
Acquia, Inc.
Except for excusable delays as provided in PSC-7, if
CONTRACTOR fails to perform any of the provisions of this
Contract or so fails to make progress as to endanger timely
performance
of this
Contract,
the
CITY
may
give
CONTRACTOR written notice of such default. If CONTRACTOR
does not cure such default or provide a plan to cure such default
which is acceptable to the CITY within the timeframe, mutually
agreed to by the parties, but in no event less than thirty (30)
days, then the CITY may terminate this Contract due to
CONTRACTOR'S breach of this Contract.
Page 21 of 25
15.8.2.
If a federal or state proceeding for relief of debtors is undertaken
by or against CONTRACTOR, or if CONTRACTOR makes an
assignment for the benefit of creditors, then the CITY may
immediately terminate this Contract.
15.8.3.
If CONTRACTOR engages in any dishonest conduct related to
the performance or administration of this Contract or violates the
CITY'S lobbying policies, then the CITY may immediately
terminate this Contract.
15.8.4.
In the event the CITY terminates this Contract as provided in
this section, the CITY may procure, upon such terms and in
such manner as the CITY may deem appropriate, services
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.
Acquia, Inc.
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
Page 22 of 25
Successors in Interest from and against all suits and causes of
action, claims, losses, demands and expenses, including, but
not limited to, attorney's fees (both in house and outside
counsel) and cost of litigation (including all actual litigation costs
incurred by the CITY, including but not limited to, costs of
experts and consultants), damages or liability of any nature
whatsoever arising out of a third party claim of an infringement,
actual or alleged, direct or contributory, of any intellectual
property rights, including, without limitation, U.S., Canadian, or
European Union patent, copyright, trademark, trade secret, right
of publicity and proprietary information right (1) the CITYS's
compliant use of the Services provided to CITY by
CONTRACTOR, or its subcontractors of any tier, in performing
the work under this Contract; or (2) as a result of the CITY'S
actual or intended use of any Work Product furnished by
CONTRACTOR, or its subcontractors of any tier, under the
Agreement. The provisions of Section 15.10 shall survive
expiration or termination of this Contract.
15.10.2.
The foregoing obligations will not apply to the extent the claim
arises as a result of (a) any use of any design, medium matter,
article, process, method, application, equipment, device,
instrumentation, software, hardware or firmware used by
CONTRACTOR in the delivery of Services, including Work
Product (collectively, the "Services") in a manner other than as
specified in this Contract or in any SOW; (b) any use of the
Services in combination with other products, services,
equipment, devices, software, systems or data not supplied by
CONTRACTOR to the extent such claim is' caused by such
combination; (c) any alteration, modification or customization of
the Services or any software made by any party other than
CONTRACTOR
or
CONTRACTOR'S
authorized
representatives if such infringement would not have occurred
without such alteration, modification or customization; (d)
CONTRACTOR'S compliance with any designs, specifications
or instructions provided by the CITY where such designs,
specifications or cause the infringement; (e) use by the CITY
after notice by CONTRACTOR to discontinue use of all or a
portion of the Services, or (f) any use of any software made
available by CONTRACTOR that is the subject of an open
source license, including, without limitation, any Drupal software
or any use by the CITY of any third-party software.
15.10.3.
Other than claims related to indemnification, neither party shall
be liable to the other for special, indirect, incidental,
consequential, punitive, exemplary or other similar damages,
including, without limitation, loss of revenue or profits, in any
Acquia, Inc.
Professional
Services Agreement
Page 23 of 25
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 arisinq out of this Contract or any SOW shall not
exceed one (1) million 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 D: 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:
Acquia, Inc.
Page 24 of 25
Michael Feuer, CITY Attorney
By: __ ~ __ ~~~
CITY OF LOS ANGELES
_
Laurel L. Lightner
Date:
By:
~-~-----
Laura Ito
__
Date:
ATTEST: Holly Wolcott
Interi City Clerk
_
Acquia Inc.
rTl
By:
_
By: ---=-~~------Dennis Morgan
CFO
Date:
Acquia, Inc.
_
Date:
_
Professional
Services Agreement
Page 25 of 25
Appendix A
STANDARD
PROVISIONS FOR CITY CONTRACTS
TABLE OF CONTENTS
PSC-i
CONSTRUCTION OF PROVISIONS AND TITLES HEREIN
1
PSC·2
NUMBER OF ORIGINALS
1
PSC-3
APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT
1
PSC-4
TIME OF EFFECTIVENESS
2
PSC-5
INTEGRATED CONTRACT
2
PSC-6
AMENDMENT
2
PSC·7
EXCUSABLE DELAyS
2
PSC-8
BREACH
2
PSC·g
WAIVER
3
PSC·10
TERMINATION
3
PSC-1i
INDEPENDENT CONTRACTOR
4
PSC-i2
CONTRACTOR'S PERSONNEL
4
PSC·i3
PROHiBITION AGAiNST ASSIGNMENT OR DELEGATION
5
PSC·i4
PERMITS
5
PSC-i5
CLAIMS FOR LABOR AND MATERIALS
5
PSC-i6
CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION
CERTIFICATE REQUiRED
5
PSC-17
RETENTION OF RECORDS, AUDIT AND REPORTS
5
PSC-i8
FALSE CLAIMS ACT
6
PSC·19
BONDS
6
PSC-20
INDEMNIFICATION
6
PSC-21
INTELLECTUAL PROPERTY INDEMNIFICATION
6
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 3/09)
Appendix A
TABLE OF CONTENTS (Continued)
PSC-22
INTELLECTUAL PROPERTY WARRANTY
7
PSC·23
OWNERSHIP AND LICENSE
7
PSC·24
INSURANCE
8
PSC-25
DISCOUNT TERMS
8
PSC-26
WARRANTY AND RESPONSIBILITY OF CONTRACTOR
8
PSC·27
NON·DISCRIMINATION
8
PSC-28
EQUAL EMPLOYMENT PRACTICES
9
PSC-29
AFFIRMATIVE ACTION PROGRAM
11
PSC-30
CHILD SUPPORT ASSIGNMENT ORDERS
15
PSC·31
LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR
WORKER RETENTION ORDINANCE
16
PSC·32
AMERICANS WITH DISABILITIES ACT
17
PSC-33
CONTRACTOR RESPONSIBILITY ORDINANCE
18
PSC·34
MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE
OUTREACH PROGRAM
18
PSC-35
EQUAL BENEFITS ORDINANCE
18
PSC-36
SLAVERY DISCLOSURE ORDINANCE
19
EXHIBIT
1 -INSURANCE
CONTRACTUAL
STANDARD PROVISIONS
REQUIREMENTS
ii
20
Appendix A
STANDARD PROVISIONS FOR CITY CONTRACTS
PSC-1.
CONSTRUCTION OF PROVISIONS AND TITLES HEREIN
All titles, subtitles, or headings in this Contract have been inserted for convenience, and
shall not be deemed to affect the meaning or construction of any of the terms or
provisions hereof. The language of this Contract shall be construed according to its fair
meaning and not strictly for or against the CITY or CONTRACTOR. The word
"CONTRACTOR" herein in this Contract includes the party or parties identified in the
Contract.
The singular shall include the plural; if there is more than one
CONTRACTOR herein, unless expressly stated otherwise, their obligations and
liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter
genders shall be deemed to include the genders not used.
PSC-2.
NUMBER OF ORIGINALS
The number of original texts of this Contract shall be equal to the number of the parties
hereto, one text being retained by each party. At the CITY'S option, one or more
additional original texts of this Contract may also be retained by the City.
PSC-3.
APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT
Each party's performance hereunder shall comply with all applicable laws of the United
States of America, the State of California, and the CITY, including but not limited to,
laws regarding health and safety, labor and employment, wage and hours and licensing
laws which affect employees. This Contract shall be enforced and interpreted under the
laws of the State of California without regard to conflict of law principles.
CONTRACTOR shall comply with new, amended, or revised laws, regulations, and/or
procedures that apply to the performance of this Contract.
In any action arising out of this Contract, CONTRACTOR consents to personal
jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts
located in Los Angeles County, California.
If any part, term or provision of this Contract is held void, illegal, unenforceable, or. in
conflict with any law of a federal, state or local government having jurisdiction over this
Contract, the validity of the remaining parts, terms or provisions of the Contract shall not
be affected thereby.
STANDARD PROVISIONS
FOR CITY CONTRACTS (Rev. 3109)
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 Councilor
officer or employee authorized to give such approval;
C.
The Office of the City Attomey 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.
by the board,
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-5.
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 Governrnent or any unit of State or Local
Government in either sovereign or contractual capacity; fires; floods; earthquakes;
epidemics; quarantine restrictions; strikes; freight embargoes or delays in
transportation, to the extent that they are not caused by the party's willful or negligent
acts or omissions, and to the extent that they are beyond the party's reasonable control.
PSC-8.
BREACH
Except for excusable delays as described in PSC-7, if any party fails to perform, in
whole or in part, any promise, covenant, or agreement set forth herein, or should any
representation made by it be untrue, any aggrieved party may avail itself of all rights
STANDARD PROVISIONS
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
construed
provision
construed
of a default of any part, term or provision of this Contract shall not be
as a waiver of any succeeding default or as a waiver of the part, term or
itself. A party's performance after the other party's default shall not be
as a waiver of that default.
PSC-10.
TERMINATION
A.
TERMINATION FOR CONVENIENCE
The CITY may terminate this Contract for the CITY'S convenience at any time by
giving CONTRACTOR thirty days written notice thereof. Upon receipt of said
notice, CONTRACTOR shall immediately take action not to incur any additional
obligations, cost or expenses, except as may be reasonably necessary to
terminate its activities. The CITY shall pay CONTRACTOR its reasonable and
allowable costs through the effective date of termination and those reasonable
and necessary costs incurred by CONTRACTOR to affect such termination.
Thereafter, CONTRACTOR shall have no further claims against the CITY under
this Contract. All finished and unfinished documents and materials procured for
or produced under this Contract, including all intellectual property rights thereto,
shall become CITY property upon the date of such termination. CONTRACTOR
agrees to execute any documents necessary for the CITY to perfect,
memorialize, or record the CITY'S ownership of rights provided herein.
B.
TERMINATION FOR BREACH OF CONTRACT
1.
Except for excusable delays as provided in PSC-7, if
CONTRACTOR fails to perform any of the provisions of this
Contract or so fails to make progress as to endanger timely
performance of this Contract, the CITY may give CONTRACTOR
written notice of such default. If CONTRACTOR does not cure
such default or provide a plan to cure such default which is
acceptable to the CITY within the time permitted by the CITY, then
the CITY may terminate this Contract due to CONTRACTOR'S
breach of this Contract.
2.
If a federal or state proceeding for relief of debtors is undertaken by
or against CONTRACTOR, or if CONTRACTOR makes an
assignment for the benefit of creditors, then the CITY may
immediately terminate this Contract.
3.
If CONTRACTOR engages in any dishonest conduct related to the
performance or administration of this Contract or violates the
STANDARD PROVISIONS
3
Appendix A
CITY'S lobbying policies, then the CITY may immediately terminate
this Contract.
PSC-11.
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.
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
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, nonrenewals, or restrictions of licenses, permits, certificates, or other documents.
PSC·iS.
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
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.
PSC·i8.
FALSE CLAIMS ACT
CONTRACTOR acknowledges that it is aware of liabilities resulting from submitting a
false claim for payment by the CITY under the False Claims Act (Cal. Gov. Code §§
12650 et seq.), including treble damages, costs of legal actions to recover payments,
and civil penalties of up to $10,000 per false claim.
PSC·19.
BONDS
All bonds which may be required hereunder shall conform to CITY requirements
established by Charter, ordinance or policy, and shall be filed with the Office of the City
Administrative Officer, Risk Management for its review and acceptance in accordance
with Sections 11.47 through 11.56 of the Los Angeles Administrative Code.
PSC·20.
INDEMNIFICATION
Except for the active negligence or willful misconduct of the CITY, or any of its Boards,
Officers, Agents, Employees, Assigns and Successors in Interest, CONTRACTOR
undertakes and agrees to defend, indemnify and hold harmless the CITY and any of its
Boards, Officers, Agents, Employees, Assigns, and Successors in Interest from and
against all suits and causes of action, claims, losses, demands and expenses,
including, but not limited to, attomey's fees (both in house and outside counsel) and
cost of litigation (including all actual litigation costs incurred by the CITY, including but
not limited to, costs of experts and consultants), damages or liability of any nature
whatsoever, for death or injury to any person, including CONTRACTOR'S employees
and agents, or damage or destruction of any property of either party hereto or of third
parties, arising in any manner by reason of the negligent acts, errors, omissions or
willful misconduct incident to the performance of this Contract by CONTRACTOR or its
subcontractors of any tier. Rights and remedies available to the CITY under this
provision are cumulative of those provided for elsewhere in this Contract and those
allowed under the laws of the United States, the State of California, and the CITY. The
provisions of PSC-20 shall survive expiration or termination of this Contract.
PSC·21.
INTELLECTUAL PROPERTY INDEMNIFICATION
CONTRACTOR, at its own expense, undertakes and agrees to defend, indemnify, and
hold harmless the CITY, and any of its Boards, Officers, Agents, Employees, Assigns,
STANDARD PROVISIONS
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, attorney's fees (both in
house and outside counsel) and cost of litigation (including all actual litigation costs
incurred by the CITY, including but not limited to, costs of experts and consultants),
damages or liability of any nature whatsoever arising out of the infringement, actual or
alleged, direct or contributory, of any intellectual property rights, including, without
limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary
information right (1) on or in any design, medium, matter, article, process, method,
application, equipment, device, instrumentation, software, hardware, or firmware used
by CONTRACTOR, or its subcontractors of any tier, in performing the work under this
Contract; or (2) as a result of the CITY'S actual or intended use of any Work Product
furnished by CONTRACTOR, or its subcontractors of any tier, under the Agreement.
Rights and remedies available to the CITY under this provision are cumulative of those
provided for elsewhere in this Contract and those allowed under the laws of the United
States, the State of California, and the CITY. The provisions of PSC-21 shall survive
expiration or termination of this Contract.
PSC-22.
INTELLECTUAL PROPERTY WARRANTY
CONTRACTOR represents and warrants that its performance of all obligations under
this Contract does not infringe in any way, directly or contributorily, upon any third
party's intellectual property rights, including, without limitation, patents, copyrights,
trademarks, trade secrets, rights of publicity and proprietary information.
PSC-23.
OWNERSHIP AND LICENSE
Unless otherwise provided for herein, all Work Products originated and prepared by
CONTRACTOR or its subcontractors of any tier under this Contract shall be and remain
the exclusive property of the CITY for its use in any manner it deems appropriate. Work
Products are all works, tangible or not, created under this Contract including, without
limitation, documents, material, data, reports, manuals, specifications, artwork,
drawings, sketches, computer programs and databases, schematics, photographs,
video and audiovisual recordings, sound recordings, marks, logos, graphic designs,
notes, websites, domain names, inventions, processes, formulas matters and
combinations thereof, and all forms of intellectual property. CONTRACTOR hereby
assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret
and all other intellectual property rights worldwide in any Work Products originated and
prepared by CONTRACTOR under this Contract. CONTRACTOR further agrees to
execute any documents necessary for the CITY to perfect, memorialize, or record the
CITY'S ownership of rights provided herein.
For all Work Products delivered to the CITY that are not originated or prepared by
CONTRACTOR or its subcontractors of any tier under this Contract, CONTRACTOR
hereby grants a non-exclusive perpetual license to use such Work Products for any
CITY purposes.
STANDARD PROVISIONS
7
Appendix A
CONTRACTOR shall not provide or disclose any Work Product to any third party
without prior written consent of the CITY.
Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent
allowed hereunder, shall include a like provision for work to be performed under this
Contract to contractually bind or otherwise oblige its subcontractors performing work
under this Contract such that the CITY'S ownership and license rights of all Work
Products are preserved and protected as intended herein. Failure of CONTRACTOR to
comply with this requirement or to obtain the compliance of its subcontractors with such
obligations shall subject CONTRACTOR to the imposition of any and all sanctions
allowed by law, including but not limited to termination of CONTRACTOR'S contract
with the CITY.
PSC-24.
INSURANCE
During the term of this Contract and without limiting CONTRACTOR'S indemnification
of the CITY, CONTRACTOR shall provide and maintain at its own expense a program
of insurance having the coverages and limits customarily carried and actually arranged
by CONTRACTOR, but not less than the amounts and types listed on the Required
Insurance and Minimum Limits sheet (Form General 146 in Exhibit 1 hereto), covering
its operations hereunder.
Such insurance shall conform to CITY requirements
established by Charter, ordinance or policy, shall comply with the Insurance Contractual
Requirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in a form
acceptable to the Office of the City Administrative Officer, Risk Management.
CONTRACTOR shall comply with all Insurance Contractual Requirements shown on
Exhibit 1 hereto. Exhibit 1 is hereby incorporated by reference and made a part of this
Contract.
PSC-25.
DISCOUNT TERMS
CONTRACTOR agrees to offer the CITY any discount terms that are offered to its best
customers for the goods and services to be provided hereunder and apply such
discount to payments made under this Contract which meet the discount terms.
PSC-26.
WARRANTY AND RESPONSIBILITY OF CONTRACTOR
CONTRACTOR warrants that the work performed hereunder shall be completed in a
manner consistent with professional standards practiced among those firms within
CONTRACTOR'S profession, doing the same or similar work under the same or similar
circumstances.
PSC-27.
NON-DISCRIMINATION
Unless otherwise exempt, this Contract is subject to the non-discrimination provisions in
Sections 10.8 through 10.8.2 of the Los Angeles Administrative Code, as amended from
time to time. The CONTRACTOR shall comply with the applicable non-discrimination
and affirmative action provisions of the laws of the United States of America, the State
of California, and the CITY. In performing this Contract, CONTRACTOR shall not
STANDARD PROVISIONS
8
Appendix A
discriminate in its employment practices against any employee or applicant for
employment because of such person's race, religion, national origin, ancestry, sex,
sexual orientation, age, disability, domestic partner status, marital status or medical
condition. Any subcontract entered into by CONTRACTOR, to the extent allowed
hereunder, shall include a like provision for work to be performed under this Contract.
Failure of CONTRACTOR to comply with this requirement or to obtain the compliance
of its subcontractors with such obligations shall subject CONTRACTOR to the
imposition of any and all sanctions allowed by law, including but not limited to
termination of CONTRACTOR'S contract with the CITY.
PSC·28.
EQUAL EMPLOYMENT PRACTICES
Unless otherwise exempt, this Contract is subject to the equal employment practices
provisions in Section 10.8.3 of the Los Angeles Administrative Code, as amended from
time to time.
A.
During the performance of this Contract, CONTRACTOR agrees and
represents that it will provide equal employment practices and
CONTRACTOR and each subcontractor hereunder will ensure that in his
or her employment practices persons are employed and employees are
treated equally and without regard to or because of race, religion,
ancestry, national origin, sex, sexual orientation, age, disability, marital
status or medical condition.
1.
This provision applies to work or service performed or materials
manufactured or assembled in the United States.
2.
Nothing in this section shall require or prohibit the establishment of
new classifications of employees in any given craft, work or service
category.
3.
CONTRACTOR agrees to post a copy of Paragraph A hereof in
conspicuous places at its place of business available to employees
and applicants for employment.
B.
CONTRACTOR will, in all solicitations or advertisements for employees
placed by or on behalf of CONTRACTOR, state that all qualified
applicants will receive consideration for employment without regard to
their race, religion, ancestry, national origin, sex, sexual orientation, age,
disability, marital status or medical condition.
C.
As part of the CITY'S supplier registration process, and/or at the request
of the awarding authority, or the Board of Public Works, Office of Contract
Compliance, CONTRACTOR shall certify in the specified format that he or
she has not discriminated in the performance of CITY contracts against
any employee or applicant for employment on the basis or because of
STANDARD PROVISIONS
9
Appendix A
race, religion, national Origin, ancestry, sex, sexual orientation, age,
D.
CONTRACTOR shall permit access to and may be required to provide
certified copies of all of his or her records pertaining to employment and to
employment practices by the awarding authority or the Office of Contract
Compliance for the purpose of investigation to ascertain compliance with
the Equal Employment Practices provisions of CITY contracts. On their or
either of their request CONTRACTOR shall provide evidence that he or
she has or will comply therewith.
E.
The failure of any CONTRACTOR to comply with the Equal Employment
Practices provisions of this Contract may be deemed to be a material
breach of CITY contracts. Such failure shall only be established upon a
finding to that effect by the awarding authority, on the basis of its own
investigation or that of the Board of Public Works, Office of Contract
Compliance. No such finding shall be made or penalties assessed except
upon a full and fair hearing after notice and an opportunity to be heard has
been given to CONTRACTOR.
F.
Upon a finding duly made that CONTRACTOR has failed to comply with
the Equal Employment Practices provisions of a CITY contract, the
contract may be forthwith canceled, terminated or suspended, in whole or
in part, by the awarding authority, and all monies due or to become due
hereunder may be forwarded to and retained by the CITY. In addition
thereto, such failure to comply may be the basis for a determination by the
awarding authority or the Board of Public Works that the CONTRACTOR
is an irresponsible bidder or proposer pursuant to the provisions of Section
371 of the Charter of the City of Los Angeles. In the event of such a
determination, CONTRACTOR shall be disqualified from being awarded a
contract with the CITY for a period of two years, or until CONTRACTOR
shall establish and carry out a program in conformance with the provisions
hereof.
G.
Notwithstanding any other provision of this Contract, the CITY shall have
any and all other remedies at law or in equity for any breach hereof.
H.
Intentionally blank.
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
10
Appendix A
K.
L.
PSC-29.
Equal Employment Practices shall, without limitation as to the subject or
nature of employment activity, be concemed 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.
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.
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.
B.
During the performance of a CITY contract, CONTRACTOR certifies and
represents that CONTRACTOR and each subcontractor hereunder will
adhere to an affimnative action program to ensure that in its employment
practices, persons are employed and employees are treated equally and
without regard to or because of race, religion, ancestry, national origin,
sex, sexual orientation, age, disability, marital status or medical condition.
1.
This provision applies to work or services performed or materials
manufactured or assembled in the United States.
2.
Nothing in this section shall require or prohibit the establishment of
new Classifications of employees in any given craft, work or service
category.
3.
CONTRACTOR shall post a copy of Paragraph A hereof in
conspicuous places at its place of business available to employees
and applicants for employment.
CONTRACTOR will, in all solicitations or advertisements for employees
placed by or on behalf of CONTRACTOR, state that all qualified
applicants will receive consideration for employment without regard to
STANDARD PROVISIONS
11
Appendix A
their race, religion, ancestry, national origin, sex, sexual orientation, age,
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
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.
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 preaward 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.
L.
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 fumished by the Office of Contract
Compliance, or it may prepare and submit its own Plan for
approval.
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
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
all racial and ethnic groups, provided, however, that any contract
subject to this ordinance shall require the contractor, subcontractor
or supplier to provide not less than the prevailing wage, working
conditions and practices generally observed in private industries in
the contractor's, subcontractor's or supplier's geographical area for
such work;
6.
The entry of qualified women, minority and all other journeymen
into the industry; and
7.
The provision of needed supplies or job conditions to permit
persons with disabilities to be employed, and minimize the impact
of any disability.
N.
Any adjustments which may be made in the 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 Affirmative Action
Agreements become the property of the CITY and may be used at the
discretion of the CITY in its Contract Compliance Affirmative Action
Program.
P.
STANDARD PROVISIONS
14
Appendix A
Q.
PSC-30.
All contractors subject to the provisions of this section shall include a like
provision in all subcontracts awarded for work to be performed under the
contract with the CITY and shall impose the same obligations, including
but not limited to filing and reporting obligations, on the subcontractors as
are applicable to the contractor. Failure of the contractor to comply with
this requirement or to obtain the compliance of its subcontractors with all
such obligations shall subject the contractor to the imposition of any and
all sanctions allowed by law, including but not limited to termination of the
contractor's contract with the CITY.
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 Eamings
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 10.1O(b) of the Los Angeles Administrative Code, the failure of
CONTRACTOR to comply with all applicable reporting requirements or to implement
lawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or the
failure of any Principal Owner(s) of CONTRACTOR to comply with any Wage and
Earnings Assignment Orders or Notices of Assignment applicable to them personally,
shall constitute a default by the CONTRACTOR under this Contract, subjecting this
Contract to termination if such default shall continue for more than ninety (90) days after
notice of such default to CONTRACTOR by the CITY.
Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall
include a like provision for work to be performed under this Contract. Failure of
CONTRACTOR to obtain compliance of its subcontractors shall constitute a default by
CONTRACTOR under this Contract, subjecting this Contract to termination where such
default shall continue for more than ninety (90) days after notice of such default to
CONTRACTOR by the CITY.
CONTRACTOR certifies that, to the best of its knowledge, it is fully complying with the
Earnings Assignment Orders of all employees, and is providing the names of all new
employees to the New Hire Registry maintained by the Employment Development
Department as set forth in Section 7110(b) of the California Public Contract Code.
STANDARD PROVISIONS
15
Appendix A
PSC-31.
A.
LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER
RETENTION ORDINANCE
Unless otherwise exempt, this Contract is subject to the applicable
provisions of the Living Wage Ordinance (LWO), Section 10.37 et seq. of
the Los Angeles Administrative Code, as amended from time to time, and
the Service Contractor Worker Retention Ordinance (SCWRO), Section
10.36 et seq., of the Los Angeles Administrative Code, as amended from
time to time. These Ordinances require the following:
1.
CONTRACTOR assures payment of a minimum initial wage rate to
employees as defined in the LWO and as may be adjusted each
July 1 and provision of compensated and uncompensated days off
and health benefits, as defined in the LWO.
2.
CONTRACTOR further pledges that it will comply with federal law
proscribing retaliation for union organizing and will not retaliate for
activities related to the LWO. CONTRACTOR shall require each of
its subcontractors within the meaning of the LWO to pledge to
comply with the terms of federal law proscribing retaliation for union
organizing. CONTRACTOR shall deliver the executed pledges
from each such subcontractor to the CITY within ninety (90) days of
the execution of the subcontract. CONTRACTOR'S delivery of
executed pledges from each such subcontractor shall fully
discharge the obligation of CONTRACTOR with respect to such
pledges and fully discharge the obligation of CONTRACTOR to
comply with the provision in the LWO contained in Section
10.37.6(c) concerning compliance with such federal law.
3.
CONTRACTOR, whether an employer, as defined in the LWO, or
any other person employing individuals, shall not discharge, reduce
in compensation, or otherwise discriminate against any employee
for complaining to the CITY with regard to the employer's
compliance or anticipated compliance with the LWO, for opposing
any practice proscribed by the LWO, for participating in
proceedings related to the LWO, for seeking to enforce his or her
rights under the LWO by any lawful means, or otherwise asserting
rights under the LWO. CONTRACTOR shall post the Notice of
Prohibition Against Retaliation provided by the CITY.
4.
Any subcontract entered into by CONTRACTOR relating to this
Contract, to the extent allowed hereunder, shall be subject to the
provisions of PSC-31 and shall incorporate the provisions of the
LWO and the SCWRO.
STANDARD PROVISIONS
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.
B.
Under the provisions of Sections 10.36.3(c) and 10.37.6(c) of the Los
Angeles Administrative Code, the CITY shall have the authority, under
appropriate circumstances, to terminate this Contract and otherwise
pursue legal remedies that may be available if the CITY determines that
the subject CONTRACTOR has violated provisions of either the LWO or
the SCWRO, or both.
C.
Where under the LWO Section 10.37.6(d), the CITY'S Designated
Administrative Agency has determined (a) that CONTRACTOR is in
violation of the LWO in having failed to pay some or all of the living wage,
and (b) that such violation has gone uncured, the CITY in such
circumstances may impound monies otherwise due CONTRACTOR in
accordance with the following procedures. Impoundment shall mean that
from monies due CONTRACTOR, CITY may deduct the amount
determined to be due and owing by CONTRACTOR to its employees.
Such monies shall be placed in the holding account referred to in LWO
Section 10.37.6(d)(3) and disposed of under procedures described therein
through final and binding arbitration. Whether CONTRACTOR is to
continue work following an impoundment shall remain in the sole
discretion of the CITY. CONTRACTOR may not elect to discontinue work
either because there has been an impoundment or because of the
ultimate disposition of the impoundment by the arbitrator.
D.
CONTRACTOR shall inform employees making less than Twelve Dollars
($12.00) per hour of their possible right to the federal Earned Income
Credit (EIC). CONTRACTOR shall also make available to employees the
forms informing them about the EIC and forms required to secure advance
EIC payments from CONTRACTOR.
PSC-32.
AMERICANS WITH DISABILITIES ACT
CONTRACTOR hereby certifies that it will comply with the Americans with Disabilities
Act, 42 U.S.C. §§ 12101 et seq., and its implementing regulations. CONTRACTOR will
provide reasonable accommodations to allow qualified individuals with disabilities to
have access to and to participate in its programs, services and activities in accordance
with the provisions of the Americans with Disabilities Act. CONTRACTOR will not
discriminate against persons with disabilities nor against persons due to their
relationship to or association with a person with a disability. Any subcontract entered
into by CONTRACTOR, relating to this Contract, to the extent allowed hereunder, shall
be subject to the provisions of this paragraph.
STANDARD PROVISIONS
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 ali
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 ali applicable federal, state and local laws in
performance of this Contract; (2) notify the CITY within thirty calendar days of ali
findings by a government agency or court of competent jurisdiction that CONTRACTOR
has violated the provisions of Section 10.40.3(a) of the Contractor Responsibility
Ordinance; (3) unless exempt, ensure that its subcontractor(s), as defined in the
Contractor Responsibility Ordinance, submit a Pledge of Compliance to the CITY; and
(4) unless exempt, ensure that its subcontractor(s), as defined in the Contractor
Responsibility Ordinance, comply with the requirements of the Pledge of Compliance
and the requirement to notify the CITY within thirty calendar days after any government
agency or court of competent jurisdiction has initiated an investigation or has found that
the subcontractor has violated Section 10.40.3(a) of the Contractor Responsibility
Ordinance in performance of the subcontract.
PSC-34.
MINORITY, WOMEN. AND OTHER BUSINESS ENTERPRISE OUTREACH
PROGRAM
CONTRACTOR agrees and obligates itself to utilize the services of Minority, Women
and Other Business Enterprise firms on a level so designated in its proposal, if any.
CONTRACTOR certifies that it has complied with Mayoral Directive 2001-26 regarding
the Outreach Program for Personal Services Contracts Greater than $100,000, if
applicable. CONTRACTOR shall not change any of these designated subcontractors,
nor shall CONTRACTOR reduce their level of effort, without prior written approval of the
CITY, provided that such approval shall not be unreasonably withheld.
PSC-35.
EQUAL BENEFITS ORDINANCE
Unless otherwise exempt, this Contract is subject to the provisions of the Equal Benefits
Ordinance (EBO), Section 10.8.2.1 of the Los Angeles Administrative Code, as
amended from time to time.
STANDARD PROVISIONS
18
Appendix A
A.
During the performance of the Contract, CONTRACTOR certifies and
represents that CONTRACTOR will comply with the EBO.
B.
The failure of CONTRACTOR to comply with the EBO will be deemed to
be a material breach of this Contract by the CITY.
C.
If CONTRACTOR fails to comply with the EBO the CITY may cancel,
terminate or suspend this Contract, in whole or in part, and all monies due
or to become due under this Contract may be retained by the CITY. The
CITY may also pursue any and all other remedies at law or in equity for
any breach.
D.
Failure to comply with the EBO may be used as evidence against
CONTRACTOR in actions taken pursuant to the provisions of Los Angeles
Administrative Code Section 10.40 et seq., Contractor Responsibility
Ordinance.
E.
If the CITY'S Designated Administrative Agency determines that a
CONTRACTOR has set up or used its contracting entity for the purpose of
evading the intent of the EBO, the CITY may terminate the Contract.
Violation of this provision may be used as evidence against
CONTRACTOR in actions taken pursuant to the provisions of Los Angeles
Administrative Code Section 10.40 et seq., Contractor Responsibility
Ordinance.
CONTRACTOR shall post the following statement in conspicuous places at its place of
business available to employees and applicants for employment:
"During the performance of a Contract with the City of Los Angeles,
the Contractor will provide equal benefits to its employees with
spouses and its employees with domestic partners. Additional
information about the City of Los Angeles' Equal Benefits
Ordinance may be obtained from the Department of Public Works,
Office of Contract Compliance at (213) 847-1922."
PSC-36.
SLAVERY DISCLOSURE ORDINANCE
Unless otherwise exempt, this Contract is subject to the Slavery Disclosure Ordinance,
Section 10.41 of the Los Angeles Administrative Code, as amended from time to time.
CONTRACTOR certifies that it has complied with the applicable provisions of the
Slavery Disclosure Ordinance. Failure to fully and accurately complete the affidavit may
result in termination of this Contract.
STANDARD PROVISIONS
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 applicable liability policies to cover the CITY'S liability arising out of the acts or
omissions of the named insured. The CITY is to be named as an Additional Named Insured and
a Loss Payee As Its Interests May Appear in property insurance in which the CITY has an
interest, e.g., as a lien holder.
2. Notice of Cancellation. All required insurance will be maintained in full force for the
duration of its business with the CITY. By ordinance, all required insurance must provide at
least thirty (30) days' prior written notice (ten (10) days for non-payment of premium) directly to
the CITY if your insurance company elects to cancel or materially reduce coverage or limits prior
to the policy expiration date, for any reason except impairment of an aggregate limit due to prior
claims.
3. Primary Coverage.
CONTRACTOR will provide coverage that is primary with
respect to any insurance or self-insurance of the CITY. The CITY'S program shall be excess of
this insurance and non-contributing.
4. Modification of Coverage. The CITY reserves the right at any time during the term
of this Contract to change the amounts and types of insurance required hereunder by giving
CONTRACTOR ninety (90) days' advance written notice of such change. If such change should
result in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additional
compensation proportional to the increased benefit to the CITY.
5. Failure to Procure Insurance.
All required insurance must be submitted and
approved by the Office of the City Administrative Officer, Risk Management prior to the
inception of any operations by CONTRACTOR.
CONTRACTOR'S failure to procure or maintain required insurance or a self-insurance program
during the entire term of this Contract shall constitute a material breach of this Contract under
which the CITY may immediately suspend or terminate this Contract or, at its discretion, procure
or renew such insurance to protect the CITY'S interests and pay any and all premiums in
connection therewith and recover all monies so paid from CONTRACTOR.
6. Workers' Compensation. By signing this Contract, CONTRACTOR hereby certifies
that it is aware of the provisions of Section 3700 et seq., of the California Labor Code which
require every employer to be insured against liability for Workers' Compensation or to undertake
STANDARD PROVISIONS
20
Appendix A
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 Califomia 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
Comrnissioner.
8. Aggregate Limitsllmpairment.
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
replacernent 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
21
Appendix A
Exhibit 1 (Continued)
Required Insurance and Minimum Limits
Name:
___
Date:
_
AgreemenURererence: ~~~~----~~----~~--~--~~~----~--~~~--------~--~------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.
___ Workers'
o
Compensation
- Workers'
Waiver of Subrogation
___ General
in favor of City
(WC) and Employer's
o
o
Liability
WC
EL
(EL)
Jones Act
_
Liability
___ Professional
___ Property
Liability
Insurance
o
Operations
Earthquake
___ Pollution
__
__
(for any and all vehicles used for this Contract, other than commuting
to/from work)
(Errors and Omissions)
(to cover replacement
cost of building - as determined
by insurance company)
o Boiler and Machinery
o Builder's Risk
All Risk Coverage
o Flood
Sexual Misconduct
_
0
___ Automobile
Statutory
Longshore & Harbor Workers
Liability
o Products/Completed
o Fire Legal Liability
o
o
Compensation
__
------------
0
_
Liability
0
___ Surety Bonds - Performance
Crime Insurance
___
and Payment (Labor and Materials) Bonds
Other:
STANDARD PROVISIONS
22
100 % of Contract Price
APPENDIX B
QUia"
Statement of Work for Site Factory Enablement, Training, Build and Implementation
This Statement of Work, including the attached Appendices (collectively, the "SOW') is entered into as of this
__
day of
, 2014 (the "Effective Date") by and between City of Los Angeles ("Clienf') 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, Build and Implementation
Background: The City of Los Angeles Information Technology Agency (ITA) currently uses Oraclelstellent 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 Lacityview.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 businesscritical websites.
To complete this critical and time-sensitive system replacement project, and in furtherance of the Municipal Access
Policy Board's LA Cityview 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 MAPB should establish benchmark metrics to indicate the success of content.
Description of Project: Client has engaged Acquia to provide services as the Client establishes 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.
Acguia Workshops:
Acquia workshops are specifically created to provide high quality enablement and hands-on learning experiences
specific to Client'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 Acquia Cloud Site Factory
build for lacity.org, lacityview.org and ladoUacity.org (the "Sites"). The scope of this Architecture Workshop
will focus on three (3) major areas: requirements review, component architecture and high-level design, and
content-type architecture.
1.1.1. Scope: Acquia will cover the following during this Architecture Workshop:
1.1.2. Requirements review. As a foundation for the architecture, Acquia and Client will review the
scope of the Sites. The parties will elaborate high-level 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
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include a gap analysis to determine how modules will need to be adapted to provide the
specific requirements of the 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, all
integrations not defined in Exhibit E Integration Assumptions will be done via IFRAME or
links to external resources.
1.1.4. Content architecture. The core of any Drupal 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 facilitate the development of the content architecture with subject
matter experts from the Client 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 Client, 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 JumpStart 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: Acquia 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 deliverables 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 Drupal using Acquia Cloud Site Factory, PaaS Edition. The
following Services are included under a fixed delivery, fixed fee model:
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2
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
(Platform)
0
Sprint
(Platform)
1
Sprint
(Site Building)
2
Sprint
(Site Building)
3
Sprint
(Advanced
4
Features)
Back end feature wrap-up
Theming for calendar and search
Feeds and embed support for sites
Sprint
(Advanced
5
Features)
Feeds and embed support for sites
Theming for feeds and embeds
UAT/QA
Development environment set up
Stage and Production environments set up on Acquia Cloud Site Factory
Site Source Structure and Build tools
Automated testing setup
Maooina of content sources for feeds and miaration
Building content types and taxonomy
Configuring Panels and Panelizer for content types and landing pages
Set up structure for primary navigation and required menus
Responsive base theme
WYSIWYG configuration
SEO/meta tags configuration
Media library configuration
Systems integration specifications
Initial content miaration and feeds setuo
Building shared page components (sliders, listing blocks, other features)
Sub theme creation for LA City
Sub theme creation for LA View
Sub theme creation for LA DOT
System integration
Responsive Theme
Building calendar and event listing pages
Configuring search functionality with Acquia Search
Theming for shared page components, site customizations
Cross-browser/device testing of subthemes
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, retesting 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.
last Updated 4f11/2014
3
2.1.5. In-Scope Development:
This estimate assumes that on-site features such as page editing, sitemap,
calendar, news mentions, will be developed leveraging Drupal contributed modules. Acquia 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 collaboratively 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 oftest development and up to 4 hours oftest execution
2.1.10.3.
Not to exceed 3 total tests
2.2. Delivery
Period: Total estimated duration for the Fixed Delivery Services is four (4) months
2.3. Deliverables: 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 Acquia 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
Acquia will provide the following consulting services on a fixed fee basis.
support,
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
3.1.1.1.3. Weekly status report creation and delivery
last Updated 4/11/2014
4
not to exceed 1 hour each
3.1.1.1 A Maintaining project schedule and risk ledger
3.12. Delivery Period: Four (4) consecutive months unless otherwise agreed upon
3.1.3. Deliverables: Weekly status report
3.1 A 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 Acquia'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
Jessica Richmond, Sf. Director
[email protected]
Acquia
---------.----.-----.---------+-----------1
Program Manager - Betty Ngo
[email protected]
213-978-3381
Client
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 will 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 outlined 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 shall 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-
Last Updated 4/11/2014
5
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 listed 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
SOw. 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 Acquia 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
provisioned use of Acquia Cloud Site Factory
Site Factory under a separate
cover, or has otherwise
7.13. Acquia recommends that Client utilize a content delivery network ("CDN") for all high traffic or high profile
sites. A CDN 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 CDN.
7.14. Acquia will assign resources to workshops based on skills and capabilities required to best meet the needs
of the workshops. Client may inform Acquia of preferences, but individuals are not guaranteed contractually.
If Client has a performance concern with an assigned Acquia employee, Client must notify the designated
professional services contact within two (2) business days of the concern. Acquia will work collaboratively
with Client to address any concerns or assign a new team member. If a new team member is assigned,
Acquia will work with the 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 all 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 development
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
7.16.1.
Services
Assumptions
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 (ODC) 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 D LA City Migration Information. Should any details or
requirements change, Acquia 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
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. This estimate assumes that the
6
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 will 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 ContacUacity.org 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 linking, 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 CityVlew, and LA DOT
sites as publicly available on 1/10/2014 represent the functionality and design to guide
the rebuild with Drupal. This estimate assumes the core benefits of Drupal and Acquia
Cloud Site Factory and that both parties will be flexible to leverage Drupal 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 (i.e., 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
$33,000.00
Site Factory Theming JumpStart Workshop
$16,500.00
$66,000.00
Total
last Updated 4/1112014
7
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 Deliverables 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
Kickoff & Discovery
Completion of kickoff meeting, delivery of
project plan and revised architecture plan
$51,523.00
Invoice
Amount
$46,370.70
Creation of Platform
Completion of setup for Acquia Cloud Site
Factory, and creation of permissions for the
Sites
$110,000.00
$99,000.00
Site Development
Completion of all theming and migration of
40% of content for the Sites
$94,719.00
$85,247.10
Advanced Features
Completion of contributed modules and
content migration for the Sites
$97,292.00
$87,562.80
UAT/OA
Completion of final OA and client user
acceptance testing for the Sites
$47,475.00
$42,727.50
Load Testing
Delivery load testing report for lacity.org
$33,400.00
$30,060.00
Fixed Delivery
Services Milestone
Payment 1
Completion of first month of fixed delivery
work, (Technical Architecture, Management,
Testing, Automated Testing & Reporting)
$68,980.00
$62,082.00
Fixed Delivery
Services Milestone
Payment 2
Completion of Second month of fixed delivery
$68,980.00
$62,082.00
Fixed Delivery
Services Milestone
Payment 3
Completion of third month of fixed delivery
$68,980.00
$62,082.00
Fixed Delivery
Completion of fourth month of fixed delivery
$68,980.00
$133,114.90
$710,329.00
$710,329.00
Services Milestone
Payment 4
Total
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
Milestone Payment 1
Completion of first month of ongoing project management,
to be billed upon delivery of four (4) weekly status reports
$8,840.00
Consulting Services
Milestone Payment 2
Completion of Second month of ongoing project
management, to be billed upon delivery of four (4) weekly
status reports
$8,840.00
Consulting Services
Milestone Payment 3
Completion of third month of ongoing project management,
to be billed upon delivery of four (4) weekly status reports
$8,840.00
Consulting Services
Milestone Payment 4
Completion of fourth month of ongoing project
management, to be billed upon delivery of four (4) weekly
status reports
$8,840.00
Total
$35,360.00
8.2. ODC Expenses: In addition, Drupal-specific software may be required, including but not limited to: JIRA, OA
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
Last Updated
4/1112014
8
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.
invoice as per the above payment schedule and triggers.
Acquia will
8.4. Hourly Rates. The following hourly rates will apply to Acquia resources if a change order is required.
En a ement Mana er
Technical Architect
Dru al Develo ment
QAAnal
st
9.
Rescheduling
Fee: Client 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 is cancelling or rescheduling (the "Rescheduling/Cancellation
Fee"). Acquia will waive the Rescheduling/Cancellation
Fee if Acquia is able to redeploy the Acquia team to
another engagement during the originally scheduled Services 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.
Authorized
Signature:
Authorized
Print Name: Dennis Morgan
.
Print Name:
FO
I..-::-;.:c-----.---.----
Signature:
Title:
....
-.---k.,....---- ...
-----.---j
Date:
------.---.--~-----.----
last Updated 4f1112014
9
Exhibit
ACQula'"
A
Sample Schedule
The following 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.
Consultlnq
FocuslWorkshop
Week 1
Kickoff
y
Week 2
Preoare for workshoos
y
.
Week 3
..•..•.,"'::'•,•ir::;:i:ii·iliiUUii'!.···,·, ...·i •
y
Week 4
y
Week 5
y
Week 6
y
Week 7
Week 8
Week 9
Week 10
:::.:.;::..... :.:,.:... ,.,::..
_ti
y
olanned break
y
olanned break
1i:·'•••:,:.'••::1iEI.:•i•i!!H •.,::.••·,.·.I ••••'.•.."."::""'"
·'·:H:J ••:.·j'.'.::·'·iij!:,',
:1:i!:·!·1:::!··' ••·'
y
y
Week 11
olanned break
y
Week 12
olanned break
y
Week 13
Site Buildino Kickoff
Week 14
Site Buildino (sites 1-3): Platform
Week 15
Site Buildina (sites 1-3): Platform
Week 16
Site Buildina (sites 1-3): Site Buildino
Week 17
Site Buildino (sites 1-3): Site Buildino
Week 18
Site Buildinq (sites 1-3): Site Buildinq
Week 19
Site Buildinq (sites 1-3): Features
Week 20
Site Buildino (sites 1-3): Features
Week 21
Week 22
Week 23
Site Buildinq (sites 1-3): Features
Week 24
Site Building (sites 1-3): QA
Week 25
Site Buildino (sites 1-3): QA
Week 26
Site Buildino (sites 1-3): QA
Week 27
Site Buildino (sites 1-3): UAT
Week 28
Site Buildinq (sites 1-3): UAT
Week 29
Load T estina
Week 30
Load T estino
y
Week 31
Site Buildina (sites 1-3): Final Uodates
y
Week 32
Launch
y
Week 33
Post-launch
y
ACQUlo'"
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 to 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
III
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 continued
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
•
Install LACity.org
•
Site building
•
..
User privileges
Cloning sites
Day 9: Recap & Group Documentation
•
Open Q&A
Last Updated 4/1112014
•
•
One-on-one training sessions
Group documentation session
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
Last Updated 4111f2014
2
ACQUIO"
ExhibitC
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.
Acquia Connector
AddThis
Admin Menu
Apache Solr Panels
Apache Solr Search
Conditional Styles
Context
Context Field
Ctools
Date
Diff
Entity API
Entity Autocomplete
Entity Reference
Last Updated 4f11f2014
Druoal 7 Modules Anticioated
Features
Features Override
Feeds
Feeds XPath Parser
Field Collection
Field Group
Flex Slider
Forms API
Google Analytics
Libraries
Link
Metatag
Migrate
Node block
Nodequeue
Panels
Pathauto
Pathologic
Panelizer
References
Secure Pages
Services
Strongarm
Token
Views
WfSIWfG
XML Import
XML Sitemap
Acaulo'"
Exhibit D
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
o
lacity.org
•
lacityview.org
•
ladoUacity.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 files (content): xml files
•
•
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 (2GB)
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
LADOT _Contributor account.
role and
10 Roles
Using Native Drupal authentication
TAGS AND VOCABULARIES
1.
2.
3.
4.
5.
Document Category List: Agenda, Form, Media, Minutes, Motion, News Flash, Newsletter, Miscellaneous,
Press Releases, Report, Statistics, Template.
Document Description: Used as keyword search for Lacityorg highlight images.
Display & Sort Date (Date Time field): Used to sort document list
Lahighlight (Boolean-1/o): To classify the check-in document in highlight section for Lacityorg site.
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)
Highlight Images - 2239
Web- assets Images - 15
285
LADOTsite
Native files (pdf, word, gif, jpeg) - 875
Lacityview35 site
Images-6
Html pages & txt - 80
XML Rss Feed - 57
Flash File (.swl) - 3
Content Types
1.1
CONTRIBUTOR_BLOGENTRY
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-42 fields associated with this type
22 items of this type to be migrated
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XML Files
This content type is used to classify the document as blog content contribution.
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XML Files and Native Files (MS Word, PDF, Excel, Images)
This content type is used to classify the document as blog content contribution.
1.2
CONTRIBUTOR_WEB_CONTENT
1.3
SYSTEM_MEDIA
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1.4
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1.5
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1.6
SYSTEM_SS]RAGMENTS
Idocscriptcustom tags requiring interpretationfrewriting
in Drupal
HTML with markup
in .zip file format; contain code snippets written in HTML &idocscripts. These snippets are reused among all
sites and used for dynamic content features.
SYSTEM_SS_LAYOUTS
HTML with additional tags
Idocscriptcustom tags requiring interpretationfrewriting
in Drupal
Templates in hcsp file extension and associated with the site as layouts.
SYSTEM_SS_PROJECTS
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•
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•
Last Updated
XML Files
Defines site hierarchy and contain site properties and relationships among the site sections.
4/11/2014
2
1.7
SYSTEM_WEB_AsSETS
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XML Files
HTML Files
D
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Native Files
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
3
ACQUlo'"
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 (www.lacity.org)
Dependency/Special
1
Features
Homepage Highlights Slideshow - 50
internal city staff users from Departments
and Elected Offices can submit
Integration
Assumptions
Assumes the scheduling rules and workflow for users who are
reserving headline dates are clearly defined.
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.
(htt!2:/Iwww .lacity:. org/i ndex. htm#box 1
www.lacity:.org/highHghts)
2
3
Top Ten Council Files - consumes an HTTP
XML Feed generated by City Clerk CFI
application.
(httl2 :lIIacl\y:. 0 rg/g overnmenVindex. htm )
Latest Business Opportunities/Bids consumes XML feed provided by an inhouse application and processed using http
port 80 call.
(h Upj Ilacity .0 rc/bus i nessesfindex. htm)
Assumes that this feed is ingested by Drupal on a periodic basis
to import new content entities of a single type. Assumes that
only the content displayed will need to be imported, and that the
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
publicly available over HTTP.
to import new content entities of a single type. Only the content
displayed will need to be imported, and that the display and
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 HTTP.
4
Contact Form - Online form with text fields
or a selection list of Department/Office to be
directed to their contact form, or mailto
email address. Text field form submission
utilizes Javascript to validate inputs and an
HTTP Call to small Cold Fusion application
to process form inputs. All form inputs will
be emailed to predefined contacts in html
format.
(hUg :lI!a city. 0 rg/Su bm itF eedbackli
5
ndex. htm )
Submit Feedback - Similar to contact form
above. Appears on every page with service
detail information. Feedback is sent to the
email address of the staff responsible for
the service info with a CC to the 311 Call
Center
(hUg://lacift·org/CitywideServices/ServiceDetail/in
dex.htm?laServiceld=2733)
Acquia understands that Client is interested in
replacing/integrating internal ColdFusion, Forms, and integration
with database systems. Acquia will allocate 1/2 of one day of the
Architecture workshop to review the current setup of this feature
and assess if the modules listed in Appendix C: In-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 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
both oarties via a Chanae Reauest
replacing/integrating internal ColdFusion, Forms, and integration
and assess if the modules listed in Appendix C:ln-Scope
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.
both parties via a Chance Request
2
Assumes the IFRAME tag will be managed by editing the HTML
code for the given page's content.
Assumes IFRAME contents will continue to not be responsive.
Subscription to Meeting Agendas, Minutes,
and other Documents - users input their
6
name, email address and subscribe to
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
(httl2:fllacity:.org/governmentiSubscril2tions/cQunci
ladhoclindex.htrn
httQ:lllaci~.org/government!SubscrjRtions/Council
OfficeCity:ControllerCity:AttorneySubscril2tions/ind
ex.htm
httQ :lllacity .org/governmentlS
u bscri Qtions/Comm
ssionCommitteeBoard/index.htm
7
hU!;!:/llacity: .org/governmentiS ubscrigtions/OtherC
ityCommitteeSubscriQtions/index.htm
httQ:lllacity.orgigovernment/SubscriQtionslNeighb
orhoodCounciis/index.htm
httQ:lllacity.orgigovernment/SubscriQtions/CityDe
gartments/index.htm
httQ:lllacity.orgigovernmentlSubscriQtions/Electio
nDocuments/index.htm?!aCatenorv::..3133)
Homepage Today's Meetings
Source
XML of all meetings scheduled for the day.
(httR://Iacit~. 0 rg/i ndex. htm#box2)
8
Homepage Upcoming Events - Source
XML is updated every hour, but page
should only display latest and future events
as of the current web server time.
(httR:lllacit~.org/index.htm#box2)
9
Citywide Calendar, Council Calendar, and
Public Meeting Calendars - Sources are a
public path to specific ColdFusion file
generating XML format data
(httR:lllacit~.org/Cit~Calendar/index.htm
httR:lllacit~.org/governmentlElectedOfficiaIO
ffices/Cit~Council/CounciICalendar/index.ht
i
ill
httR:lllacit~.org/governmentiPublicMeetings/
index.htm)
las! Updated 411112014
3
10
Media Site Search Results - site search
result page displays site results from
Google Custom Search engine and media
results from a Granicus API search. The
search form passes the keyword as a URL
parameter and calls a Coldfusion
application to process JSON feed from
Granicus API to convert to XML format.
(http://lacity.org/SearchResults/index.htm?q:::tras
h&laPageNumber=1
&JaResultCount-1 O&laMatch
ing=phrase&cx=0054086284 72521677 429%3A3
yyavk2hghi&cof-FORID%3A
11&ie=UTF-8)
replacingfintegrating internal Cold Fusion, Forms, and integration
Assumes that the results from Granicus API Search will be
displayed separately from other search results, but on the same
site result page. Assumes API request will be performed ondemand 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 (i.e. not SOAP
or similar).
both parties via a Change Request.
11
Most Requested 311 Services - Five main
options on the site's mega menu list a
different set of top ten most requested 311
services. These are generated dynamically
from stats of 311 call center & Citywide
Sservice Directory (CSD) application hits.
CSD application updates the XML Feed
weekly. CMS calls these XML files via http
80 and processes them using RSS Feed
component which available from the current
Stellent CMS software.
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 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 publically available over
HTTP.
(http://lacity .or9/i ndex. htm)
12
311 Service Details - Many of Lacity.org
pages are "service detail pages" of specific
City services. Content of a service detail
page consist of contact info, website,
address with driving directions, and a form
to submit feedback regarding to the service
etc. Currently, content is retrieves from
internal CSD 311 Database.
(hUp:IJlacity.org/CitywideServices/ServiceDetail/in
dex.htm?laServiceld-2733)
replaCing/integrating internal ColdFusion, Forms, and integration
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.
both parties via a Chanae Reauest.
4
13
List of Live/On-Demand Video/Audio - List
of links to public meetings hosted and
streamed by Granicus. Currently the site
uses IFRAMEs to embed
Lacity.granicus.com templates.
code for the given page's content Assumes IFRAME contents
will continue to not be responsive.
(hUt;!:llwww .Iacity. org/g ave rn me ntiE lectedOfficia I
Offices/Cit~Council/CounQ:iIil!odQom!I!iUeeMeetin
gs/CounciIMeetingVideo/index.htm?!aCatego!y=1
815
14
15
16
17
httQ:I/www.!acit:t.org/governmeo!/E!§gt§QQffiQia;IQ
ffices/CityCouncil/CouncilandQQmmitteeMeeti09s
ICounciICommiiteeMeetingAydio/indea; btrn?!aQa
tego,,=1814)
Latest YouTube Video - Uses a JQuery
script to consumes the YouTube JSON feed
of "ITAMobileDev" account, which
aggregates the City's YouTube channels
into one collection. The newest video out of
the feed is published.
(htto:lllacitv. oro/index.htm#box3)
LA Cityview 35 & Citywide Media - Source
data is a public path to a JSON feed
provided by Granicus that contains a long
list of available media. The JSON needs to
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.
(httn:lilacitv.orc/index.htm#box3)
Social Media Feed - At the bottom of
lacity.org homepage, the latest tweet pulled
from an aggregation of City Twitter feeds.
Once the visitors click on View More City
Tweets, they are taken to a page with more
of the latest tweets. It leverages Tweeter
Embeddable Timeline API with
Jquery/Javascript plugins.
(http://www,lacity.org
htto:liwww.lacitv.ora/tweets/index.htrn)
Weather Info and Image - On the top across
all page of the site is a visual the LA latest
weather conditions from weather. com
displayed using SimpleWeather jQuery
library.
Assumes the Jquery/Javascript code will be managed by editing
the HTML code for the given page's content
Assumes that Granicus JSON feed is publicly available, ITA will
provide the logic for the output display, and access to LA
Cityview 35 program schedule will be publicly available via XML
feed.
the HTML code for the given page's content.
the HTML code for a header content block.
(sitewide)
5
18
Job Opportunities - Two sets of latest ten
job opportunities. A small Coldfusion
application consumes the RSS feed from
http://agency.governmenljobs.com/jobfeed.
cfm?agency=lacity &
http://suite.agile1.com/Core/RSS/NewJobs.
aspx?c=gscdXZmKUjEaN4661VhxMw%3d
%3d and performs sorting. It generates a
daily XML feed. The XML files is processed
via http port 80 call and Stellent RSS feed
component.
(httg:/ Ilacity:. org/j obseeke rs/index. htm)
19
Megamenu navigation - has on-state
navigation; uses jQuery and advanced
CSS; and has Most Requested services
listings described in #9 for each main tab
(All pages)
(http://lac;!y.org)
replacing/integrating internal Cold Fusion, Forms, and integration
both oarties via a Chanae Reauest.
Assumes that the maintainability and overall value of
mega menus utilizing jQuery and advanced CSS (vs. static or
regular dropdown menus) will be considered during architecture
workshop and prioritized against other site needs.
Assumes that menu item content will change over time, but that
the overall positions and lengths of each item within the
mega menu flyouts will not need to change without associated
theme CSS updates.
Assumes megamenu content is not visible on mobile layouts.
20
Secondary menu/navigation
usesjQuery
and advanced CSS for on-state navigation
(All pages)
(htto :lllacity. org)
21
22
Multiple Site Domains - The official City
website has Lacity.org & Cityofla.org,
though best practice may be to have
Citvofla.ora redirect to Lacitv.ora
Neighborhood Resources Input Form Entering a street address or intersection
that is within the City boundaries will return
various city district and tract information.
Acquia understands that Client is willing to replace current use
of jQuery and advanced CSS. Acquia will allocate 1/2 of one
day of the Architecture workshop to review the current setup of
this feature and assess if the modules listed in Appendix C: InScope Modules can replace the internal ColdFusion, Forms, or
both oarties via a Chanae Reauest.
Assumes that both domains must be acknowledged, but that
redirects may be redirected to a canonical domain name
(Iacity.org).
Assumes that this is a static form that submits to
neighborhoodinfo.lacity.org
(as it does now) and that the
functionality of neighborhoodinfo.lacity.org
does not need to be
replicated in Drupal.
(httg:://lacity.org#box4
httQ:/I!acity.org/residents/index.htm)
Last Updated 4f1 1/2014
6
23
311 Citywide Service Directory SearchConnects to 311 internal DB2 database to
display all search field options. The search
form passes the search field values to inhouse Coldfusion web services API to
retrieve results
(httQ:J/www.lacity.org/CitywideServices/index.htm
)
replacinglintegrating internal Cold Fusion, Forms, and integration
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 that are not provided in the XML feed at any given time.
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 documented XML or JSON API is available to
retrieve both search field options and results.
24
MyLA311 Service Request - IFRAME used
to embed a service request form that allows
users to submit requests to the MyLA311
service request system,
both oarties via a Chanae Reouest.
(hUg) Iwww.lacity.org/MyLA311/ServiceRe9uestii
ndex.htm)
25
26
27
Dynamic Homepage Feature AreasHomepage contains most recent highlights,
most recent citywide media with indicators
of how many are "on air" and "live", and
upcoming events.
Iwww.lacitv.ora)
For Visitors and For Residents Photo
slideshow - slideshow of photos with
captions thatare all user contributed
Ihttn:llwww.lacitv.oro/residents/index.htm\
Homepage Photo slides how- slideshow of
photos as background with ability to include
HTML to provide links, includes controls to
rotate through photos, and a photo info area
that as show/hide control.
None.
Assumes these are contributed via e-mail and uploaded to the
site by editorial staff.
Assumes HTML content within slideshow follows a standardized
layout.
Ihttn:llwww.lacitv.ora/index.htm\
Last Updated
411112014
7
28
Responsive Design - Complicated CSS &
javascript to change design between
desktop and mobile screen size. Current
responsive design considers screens
measuring 480px width or smaller and
provides fixed width elements. Using
javascript to change fixed width to flexible.
An improved responsive design would
support all mobile device screens (layout
with flexible divs).
29
(sltewide)
Section 508 Website Accessibility
Compliance - Current site developed with
website accessibility in mind and verified by
in house Section 508 Compliance
Coordinator
Assumes that responsive support only includes a mobile
breakpoint in addition to the desktop view. Assumes that only
the latest version of default browsers for iOS and Android
phones are supported.
Assumes that page elements or pages that are not currently
responsive (for example, IFRAME content or megamenu flyout
content) will not be made responsive as part of this Project.
Acquia will develop the platform with WC3 Web Content
Accessibility Guidelines in mind and under the assumptions
listed here. Acquia will allocate one (1) hour of the Architecture
workshop to meet with the in-house Section 508 coordinator to
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 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 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.
Lacityview 35 (www,lacltyview,org)
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,
1
Deoendencv/Soecial
Features
Live LA Cityview 35 broadcast - live web
streaming of Channel 35 provided by
Intearation Assumotions
Granicus
(htlQ:l/lacityview.org)
2
Homepage Featured Programming - uses
jOuery library to rotate through thumbnails
and links
(httQ:lllacityview.org
Las! Updated 4111/2014
Acquia understand that the Client wishes to
allow content
authors to update content and will replace jOuery with a Drupal
contributed module from the list of in-scope modules in Appendix
C: In-Scope Modules,
,
8
3
Video Category Navigation - provides
navigation links to video program categories,
then to the Program Pages
(silewide)
4
Episode Listing and Player - available on
the Program Pages, the source data for
episode listings comes from Granicus XML
feed; link for each episode triggers the
episode to play in an iframed video player
on same page
Assumes the video categories are managed using native Drupal
entities (i.e. taxonomy).
Assumes the user interface for navigating categories may be
simplified (e.g. with links opening on new pages), if this allows for
a demonstrable improvement in the user experience of the site.
Assumes the XML feed contains information required to produce
the embedded player.
Assumes that if the Flash JavaScript integration used by the
Flash program guide to control the video player is not authored in
a portable way, that program links may load a page, rather than
controlling the video player.
(e.g.
htt!.rl/wwwJacit~vjew,omAal2d.htm?link:::guidel!inks
m)
5
$afet~.ht
Coordinator
(sitewide)
Accessibility Guidelines in mind and under the assumptions listed
here. Acquia will allocate one (1) hour of the Architecture
achieved with the modules listed in Appendix C: In-Scope
adding additional modules will have and provide a revised budget
and time line.
Assumes the site visual design and IA is currently accessible and
also can be implemented in an accessible manner.
assessment of a sample of eight (8) pages for issues that are not
find able by automated test.
Project.
LA Department
of Transoortatoruladot.lacitv.oru)
Dependencv/Soecial
Features
On-state Navigation
site menu navigation
1
has visible on-state and supports a 3 level
hierarchy
(e.q.
2
3
Intearation
Assumotions
None.
httn:/IIadol.lacil'.ornIHowDoliindex.hlm)
Site Banner - uses jQuery for a slideshow
effect; content author contributes photos
and text
Ihtto://Iadot.lacitv.ora/l
What's New - on homepage, provides a
scrolling list of headlines based on
information published on a What's New
None.
the HTML code for the given page's content.
9
page
(http://Iadot.lacity.orglWhatsNewlindex.htm)
4
5
(http://ladot.lacity.org,
httn://Iadot.lacitv.oralWhatsNewlindex.htm\
Press Releases - Provides t-step
publishing for the content author by having
the page automatically add new uploaded
documents to a list. The list contains links
and dates based on metadata of the
uploaded document.
(http://Iadot.lacity.orglWhatWeDo/AboutUs/
PressReleases/index.htm\
Online Payment forms - currently simple
forms that do not collect personal
information. Some forms have a drop-down
list of names that are hardcoded. Form
data is passed to help pre-populate a
secure online payment form
https://www.myvirtualmerchant.comNirtual
MerchanUprocess.do
Assumes metadata regarding uploaded documents (e.g. title,
date) is added by the content author as part of uploading the
document, not pulled from uploaded file metadata.
Assumes these are static HTML forms, embedded into the
content for these pages.
Assumes that the form submits a POST request to a service
callback with no transformations.
Assumes no on site form validation is needed.
(htt[l:lIladot.lacity,orgfHowDo!ltlowDoIMakeanOnlinePayme
nt/index.hlm
6
Coordinator
(sitewide)
Accessibility Guidelines in mind and under the assumptions listed
here. Acquia will allocate one (1) hour of the Architecture
achieved with the modules listed in Appendix C:in-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.
assessment of a sample of eight (8) pages for issues that are not
findable by automated test.
Project.
Last Updated 411112014
10
curer
Exhibit F
Site Traffic Requirements
(provided by Client on 2/7/2014)
City of Los Angeles
(iacity.orgl
Based on traffic from January 1, 2013 to December 31, 2013:
111
average unique visitors per month
o
111
•
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
o
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 details 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,
o
This occurrence was due to media coverage of the 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)
o
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,
a
•
•
LA Cityview
35 (iacityview.orgl
Based on traffic from January 1, 2013 to December 31,2013
Analytics):
111
o
111
•
•
•
(as measured by an old web stat system, and not Google
9,547 average sessions a month
average unique visitors per day
o
314 average sessions a day
o
increase in 4,115 pageviews between 2 consecutive days
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 streamed live,
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.iacity.orgl
Based on traffic from October 1, 2013 to January 31, 2014 since new site launch in late September 2013,:
111
111
•
o 20,556
average unique visiiot» per day
o
685
o
The highest seen increase in visits between 2 consecutive days were:
Last Updated4/11f2014
•
•
•
Dec31, 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.
o
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.lacity.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
infonnation on how your site has stood up to traffic in the 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.
Last Updated 4{1112014
2
APPENDIXC
ORDER FORM
FOR ACQUIA 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 Inc., 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 for 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.
Subscription
Year
Years 1
Description*
Services
R
Acquia Cloud Site
Factory
Subscription Tier:
SaaS Tier
SaaS+ Tier
•
PaaSTier
Subscription Size:
•
Small
Medium
Large
Custom
Years 2-3
R
Acquia Cloud Site
Factory with Elite
Support
Subscription Tier:
SaaS Tier
SaaS+ Tier
PaaS Tier
Subscription Size:
Rsmall
Medium
Large
V.032014
Services
Included*
Up to 1MM
0
Monthly Page Views (4)
0
Up to 100 GB
Bandwidth (5)
Up to 250 GB
0
Storage (5)
0
File System
Storage for 250 GB(2)
Diagnosis Support
0
12 Advisory
0
Support hours (Enterprise
Only)
0
Remote
Administration (PaaS tier
only)
Acquia Network (PaaS Tier
only)
Up to 1MM
0
Monthly Page Views (4)
0
Up to 100 GB
Bandwidth (5)
CJ
Up to 250 GB
Storage (5)
IJ
File System
Storage for 250 GB(2)
IJ
Diagnosis Support
with unlimited support
tickets and Advisory
Support
0
Remote
Administration (PaaS tier
$90,000
Annual
Contract
Value
$90,000
$130,000
$130,000
Fees
only)
o
Acquia Network
(PaaS tier only)
Custom
10 Monthly Advisory
Hours with TAM (not
to exceed 10 hours
per month)
Total for Year One
Total for Year Two
Total for Year Three
Total for Initial Term
$90,000
$130,000
$130,000
$350,000
(1) Acquia has recommended the server sizes listed above based on the information provided by Client to Acquia in the Acquia
Hosting Questionnaire, which is attached hereto as Attachment A~1. If Acqula determines that such servers are insufficient to
properly host the Webslte(s}, Acquta wlll inform Client and provide to Client its recommendation for additional capacity, which will be
provisioned at Client's expense.
(2) Any monthly usage in excess wi!! 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 wi!! 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.
Monthly Page Views
Drupal Docroots
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:
4.
US -East"
US-West
Ireland
Singapore
Q Australia
AUTHORIZED CONTACTS.
The following table lists Client's primary contact to whom all matters requiring escalation will be addressed.
Name:
Name:
Title:
Title:
Email:
Phone:
Email:
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
CLIENT
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
v032014
2
APPENDIX D
ACQUiA PRODUCTS & SERVICES GUIDE
The terms of this Acquia Product & Services Guide ("Guide") is incorporated into the Master Services Agreement between Client and
Acqula. 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
.
.
Diagnosis Support...............
.
.
Advisory Support
.
Additional Site Factory Platform Support for Site Factory Subscriptions .. ".
Technical Account Manager
.
Software Assurances
:
.
LSD Associate Membership
'"
,
Remote Site Administration,
,"',
".,.,
,
.
Acquia Network Services
,
.
Support Request Procedures
,.. ,
,
.
Service Level Agreement for Support Subscriptions.",
,
,.,
Cooperation and Access
.
ACQUIA WEBSITE HOSTING SERVICES
Acquia Cloud Hosting Services
Acquia Cloud Enterprise Hosting Services
Acquia Cloud Site Factory Services...
ADDITIONAL SERViCES
,
Mol/om
VPN......
LDAP... .. .
Multi-Region Replication with Fai/over
DEFINITIONS
.
.
.
.
.
.
..
"
.
2
v112013
3
... .4
.
.4
..,
.4
.
5
..................... 6
..
'"
6
..........
.
7
...
.
.
'"
8
... '"
'"
9
.
,....
..10
.
.,...........
".
.
. ... 16
... 16
... 17
... 17
... 17
... 18
.
©2013 Acquia, Inc. All Rights Reserved.
.
... 11
. ... 11
..... ., .. 11
... 14
.
.
3
ACQUIO"
Acqula Support Services
Acquia offers three levels of support subscriptions: Pro Plus, Enterprise, and Elite. Acquia will provide the level of support for the
Subscription service specified in Client's Order. Unless otherwise provided herein, all support subscriptions include the following
services:
1.
DIAGNOSIS SUpPORT.
Diagnosis support entitles Client to engage Acquia in the diagnosis of Drupal functionality issues during
the development or operation of Client's Website(s).
Acquia will identify and diagnose the root cause of a reported issue and
provide Client with recommendations for repair to be implemented by Client.
Drupal core, contributed and custom modules
Drupal contributed and custom themes
Website(s) configuration and usage tasks;
Drupal modules or themes not interacting as
expected
Website(s) not operating as expected within its
environment
Git
Apache Subversion (SVN)
SAML (if included on Client's Order)
CiviCRM
Shibboleth
Moodie
Magento
Wordpress
Disqus
piwik
vBulietin
• phpBB
phpmyadmin
PDF generation modules that require compiled libraries
Home grown (non-Drupal) modules constantly running ingestion
Acquia supports the current version of Drupal (N) and the
immediate preceding major version N-1. Acquia will provide
Clients with a minimum of 12 months notice prior to sunsetting
support of an N-2 version.
1.2. Diagnosis
Support
for Site Factory
Enterprise
scripts and or search indexing scripts
Applications that require compiled standalone libraries (not php
extensions)
Version control applications that are not Git or SVN
and Site Factory
SaaS, SaaS+ and PaaS Tier Subscriptions:
Site Factory Platform administration features and
configuration
Website(s) configuration and theming through Site
Factory Platform Drupallnstance
Website(s) not operating as expected within its
environment
SaaS+ Tier: Subscriptions:
Site Factory Drupal Modules added to Site Factory •
Client
Drupal
Instance
as part of an Acquia.
Professional Services engagement
Website(s) configuration
and theming through Site.
Factory Client Drupallnstance
PaaS Tier Subscriptions:
Site Factory Drupal Modules
Site Factory Drupal Modules or themes not interacting
as expected
Site Factory Platform Version Control
3
@2013 Acquia, Inc. All Rights Reserved,
v112013
Elite Support
Subscriptions:
CiviCRM
Disqus
Magento
Moodie
phpBB
phpMyAdmin
piwik
Shibboleth
vBulietin
PDF generation modules that require compiled libraries
Custom (non-Drupal) modules constantly running ingestion
scripts and or search indexing scripts
Version control applications
WordPress
that are not Git
1.3 Diagnosis Limitations.
Client custornlzatlons to Drupal core files may limit Acquia's ability to diagnosis issues. Acquia may
recommend or require such modifications be removed in favor of alternate solutions using standard Drupal core and
contributed modules, or by using other standard, published core patches. Furthermore, diagnosis support may not be possible
with modified Drupa! core, certain integrations
or custom modules.
Diagnosis
support does not include assistance
with the
installation, configuration, maintenance or troubleshooting of other applications which Client has installed on its Website(s).
Acquia reserves the right to disable any non-supported applications where necessary to troubleshoot Drupal 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 Client to repair an issue. Substitutions may be recommended by Acquia but are made at the sole discretion of
Client.
1.4 Support Requests. Elite and Enterprise support Subscriptions, including Site Factory Enterprise and Site Factory Elite
subscriptions, allow Clients to submit an unlimited number of support requests to Acquia via the processes described below for
the Websites listed on Client's Order. Pro Plus Subscriptions allow Clients to submit the number of support requests specified
on Client's Order.
2. ADVISORY SUPPORT.
2.1 Advisory Support for Pro Plus, Enterprise and Site Factory Subscriptions.
Advisory support entitles Clients to engage
Acquia in discussions on best practices for generic topics including security, migration, performance tuning, module
development, and architecture and use of the Site Factory Platform (for Site Factory subscriptions only). Advisory support is
limited to existlnq knowledge that can be transferred during a live conversation or via email and possibly supported by existing
documentation. Website specific research andlor 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:
Performance best practices
Architecture best practices
Module development best practices
Security best practices
Module selection advice
'"
Migration best practices
3. ADDITIONAL SITE FACTORY PLATFORM SUPPORT FOR SITE FACTORY SUBSCRIPTIONS.
3.1 In addition to diagnosis and advisory support, Site Factory Support Subscriptions include the following Site Factory Platform
support services:
•
Feature and maintenance updates, fixes, security alerts and critical updates to the Site Factory Platform.
How-to and technical assistance on use of the Site Factory Platform, including:
o Client access to the Site Factory Platform
o Client management of sites and users through Site Factory Platform Dashboard
o Client configuration, customization through client-side code and theming of Website(s) through the Site
Factory Platform 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 Drupal 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 Technical Account 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 Clients with guidance, best practices, training, recommendations
andlor
consultation on the development, deployment or operation of Drupal, and for Site Factory Elite Subscriptions, the general
creation, deployment, and operation of the Website(s) on the Site Factory Platform.
Depending upon the nature of the
request, these activities may be delivered by the TAM or by another Acquia resource under the guidance of the TAM.
Examples of TAM advice and guidance include:
Convey large-scale Drupal (or Site Factory for Site Factory Elite support subscriptions) best practices, or best practices,
including mentoring for proper team composition, discovery, project planning, development techniques, integration,
deployment and ongoing operations.
Mitigate risks of project planning, development, and deployment by acting as a central 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 APls, performance tuning, scalability, security etc. (Also applicable for Site Factory PaaS Tier)
Develop deep understanding
operations.
Ongoing coordination
of application so Acquia can provide optimal support during development,
deployment
and
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
Factory Platform and Site Factory Platform Drupal Instance.
on use of the Site
4.2 Out of Scope Activities. The TAM will not author and/or modify code (whether in Drupal or other languages) andlor 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 meetings will also include a quarterly update and cover any specific outstanding issues, remedial plans, as well as any
requested activities or assiqnrnents.
5. SOFTWARE ASSURANCES.
Client's Order:
If ordered by Client under an Elite Support, Acquia will provide the following activities as indicated on
5.1 Limited Assurance.
Acquia will provide an assessment of one Website (one code base) to evaluate the site architecture and
configuration against recognized best practices in areas such as architecture, development, performance, configuration
management, and security. Following the review, Acquia will deliver a Site Assessment Report that includes an evaluation of
the site's adherence to best practices and Acquia recommendations for improvement in each of the areas evaluated.
In the
event that the review uncovers issues, Acquia will propose recommendations to the development team to address these
issues. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will provide a
read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are clearly
understood and prioritized appropriately.
5.2 Full Security Assurance.
Acquia will provide an assessment to evaluate the security of the one Website (one code base) per
quarter against recognized Drupal best practices. Acquia win work onsite or remotely with Client to review the Client's Website
for adherence to recognized security best practices. Acquia identifies commonly exploited security holes and provides
recommendations on how to close them before they can be used against the Website. At the conclusion of the review, Acquia
will provide a site security assessment report with findings of the security review, along with recommendations for applying any
improvements.
The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will
provide a read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are
clearly understood and prioritized appropriately.
5
©2013 Acquta, Inc. AU Rights Reserved.
v112013
ACo.uIO"
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 Client's Order, Client will receive an associate membership in Acquia's LSD Program. The goal of the LSD Program
is to build a community within the Drupal community by allowing large-scale Drupal users to collaborate. The LSD Program's
purpose is to improve 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 provisions included in the Master Services Agreement. Client also agrees not to actively solicit for
employment other LSD members' representatives.
7.
REMOTE SITE ADMINISTRATION. Remote site administration services are included in Elite and Enterprises Support
Subscriptions and Site Factory PaaS Tier Subscriptions and may be purchased as an add-on service to Pro Plus Support
Subscriptions if indicated on Client's Order.
Acquia's remote site administration ("RA") service provides for Acquia to handle typical and routine administration tasks by remote
access and includes normal maintenance tasks and minor Website modifications that would typically be handled by an on-site
administrator for a fully designed and operating website. Requests are submitted to Acquia in the manner set forth in Section 9.
Acquia will perform RA services from its own premises using remote electronic access to Client's systems and accounts. Client will
provide Acquia with administrative level access to all non-production systems and accounts required to perform the RA tasks.
Client agrees to properly protect systems and electronic files unrelated to the performance of Acquia's tasks by using different
administrative accounts having different passwords and other security measures as needed to limit the access of Acquia's remote
administrator to just the systems required to perform the services. RA services are provided for the Website(s) and major Drupal
version(s) listed on Client's Order.
Website modification tasks are limited to those that may be accomplished within the Average RA Service Hours. Website
modification tasks include making minor and occasional functionality adjustments typically needed for an operating site. Site
modification tasks outside this scope of services need to be handled by Client, through Acquia's Professional Services at additional
cost, or through a third-party.
Acquia will perform services for Client's Website(s) running on the Client system architecture. Acquia requires access to one or
more developmentltesting servers to facilitate the testing and deployment of updates in connection with this service. Acquia will
assist with configuring three QNdevelopmentitest 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 speclfically 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
@2013Acqula,
v112013
Inc. Ali Rights Reserved.
ACQUIO"
7.1 In-Scope Activities. The types of Drupal administration tasks that are typically within the scope of RA services are:
o
o
o
Security updates for Drupal core and Client modules
Module installation and configuration
Module feature updates on request
o
Creation and modification
o
Performance tuning as can be done via the user interface (UI)
of views and content types
o
Implementation
o
Recommendations for bug fixes to modules installed on Client's Website(s)
of version control
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,
Acquia will not configure,
•
•
•
•
8.
creation, or translation
Graphic design
Usability or accessibility testing
Site load testing if expressly included in Client's Order
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)
ACQUIA NETWORK SERVICES. Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS Subscriptions
include access to the Acquia Network, which includes the Acquia Library, Acquia Tools and Third Party Services.
8.1 Acquia Tools. As part of each Support Subscription, Acquia provides Client access to the Acquia Tools. The Acquia Tools
are subject to change during the Term without notice to Client. Certain of the Acquia Tools include Publicly Available
Software. Client acknowledges that Publicly Available Software is licensed to Client under the existing terms of such
license(s). Subject to Client's compliance with these terms and conditions and the Master Services Agreement, 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
Acquia 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) Acquia's need to place
restrictions on Client's use of the Services, and/or (b) Client being moved to a dedicated server for Acquia Search at Client's
expense.
7
@2013 Acquta, Inc. Ali Rights Reserved.
v112013
Search Queries I
1,000,000
10,000,000
50,000,000
1,500
150,000
2,500 MB
250000
5,000 MB
500,000
ef Term
Total Disk S ace
Documents
8.3 Third Party Services. As part of Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS Tier
Subscriptions, Acquia provides Client access to Third Party Services. Client may opt to use any, all or none of such Third
Party Services at its sale discretion. Use of Third Party services is optional and does not affect, in any way, Acqula's ability to
provide support services a Client in accordance Client's use of any Third Party Services is subject to such provider's license,
terms and conditions and any such licenses, terms, conditions,
representations
and/or warranties
associated
with such use,
are solely between Client and such third party provider. Acquia makes no representation or warranty with regard to any Third
Party Service even if such provider is certified by Acquia or identified as a select or premier Acquia partner (or similar
designation) and Acquia will not be responsible to Client in any manner for any Third Party Service. Acquia does not provide
any support for Third Party Services. Third Party Services are not considered part of Acquia's services.
9.
SUPPORT REQUEST PROCEDURES.
9.1 Non-Critical Requests. Support for Non-Critical requests is available during Acquia business hours (noted below) through
the support request and management tools made available to Client by either:
o
Online Ticket:
accessible
a
Client will make requests of Acquia support through Acquia's online ticket management system
via the Acquia Network on acquia.com.
Phone: Monday - Friday (determined by Client's address)
888-922-7842 or 978-296-5250 (Americas)
8AM-8PM Eastern Time
(44) 1865 520 011 (Europe)
8AM-6PM Central European Time
(61) 284168 021 (APAC)
8AM-6PM Australian Eastern Time
There are no business hours during Acquia and public holidays in the applicable region. Acquia holidays can be found at
http://forums.acquia.com/holidays.
o
When submitting a ticket, Client will provide a description of the issue or request, a description of the mission impact, and
designate the level of urgency of the request as Critical, High, Medium, or Low pursuant to the urgency categories set
forth in Section 10 below.
o
Acquia will evaluate the request and provide an initial response within the time determined pursuant to Section 10.2.
o
Client will work with Acquia to provide additional information about Website functionality and related applications as
needed to diagnose and resolve the issue.
o
Acquia will track progress notes and related communications
in the online ticket system through resolution of the issue or
request.
o
Acquia will contact Client by phone or via the online ticket system to confirm details and initiate diagnosis.
o
If Client makes a request by phone, Acquia will open a ticket on Client's behalf for tracking the issue through resolution.
9.2 Critical Requests. Support for Critical requests is available 24x7x365. Reporting by either online ticket or via phone will
automatically initiate Acquia's emergency response by notifying on-call support staff and support management.
o
Online Ticket: Tickets designated with Critical urgency will initiate internal alerts and designate the request for a priority
response.
o
Phone: When filing a Critical request via phone, press 6 from the main menu. This is a silent option not listed in the voice
prompt. Client will be directed to the Critical Support voicemai!.Client will leave a message with the name and phone
8
©2013 Acqula, Inc. All Rights Reserved.
v112013
number of the technical contact to be contacted, Website name, and a description of the issue. Also include a clear
description of the symptoms and any actions taken which may be related to the cause or attempted remedies.
o
Acquia's on-call staff will take the following actions:
o
Contact the Client reporting the issue or as otherwise designated.
o
Issue regular Client and internal updates until resolution.
o
Initiate technical and management
10. SERVICE LEVEL AGREEMENT
10.1
Request
escalations as described below in Section 10.3 if progress is blocked.
FOR SUPPORT SUBSCRIPTIONS
Urgency
Client will submit support ticket requests using the level of urgency based on the criteria set forth below. If Acquia believes in
good faith that Client has submitted a ticket under the wrong urgency category, Acquia will contact Client and the parties will
mutually agree on the level of urgency for such ticket.
10.2
Critical
Issues that directly impact launch of Website or the production Website is inoperative; or
Client's business operations or productivity are severely impacted with no available workaround;
or is critical security issue.
High
Website is operating but issue is causing significant
workaround is inadequate.
Medium
Website is operating and issue's impact on the Client's business operations
a workaround or alternative is available.
Low
Issue is a minor inconvenience and does not impact business operations
issues with little or no time sensitivity.
disruption
of Client's business
operations;
is moderate
to low;
in any significant way;
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
10.3
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
Resolution and Escalation Procedures
In response to Client's request for support, Acquia will work diligently to develop a fix or a workaround in the most expedient manner
reasonably possible, and will work continuously on all Critical issues until such fix or workaround is in place. If at any time Client is not
satisfied with the current plan of action for an active issue, Client may request that it be escalated to Acquia management directly
through your Acquia Support point of contact. Client may also request to review the matter with an Acquia Support manager.
The following actions take place when Client escalates an issue:
1.
The Acquia Support Leadership team is notified of the situation, and when appropriate, the Client's Account Manager is
notified as well.
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2.
A review of Client's business needs and technical case is conducted and an action plan is formulated with the goal of driving
your issue to the most rapid resolution possible.
3.
Communication of the action plan is discussed with the Client, including deliverables and, if appropriate, timelines.
4.
If the communication is not acceptable the Client may request to speak with the next level of management:
First Level: Regional Manager
Second Level: Director, Acquia Support
Third Level: Managing Director, Global Support
Fourth Level: VP Customer Solutions
All tickets that are submitted as "Critical' automatically copy the Acquia Support Leadership team. This helps ensure that these
situations receive management
10.4
attention immediately.
Request Submission and Fulfillment Procedures.
The Primary Client Technical Contact will submit up to six (6) names of authorized Client Technical Contacts to Acquia. The
Primary Client Technical Contact may change its Client Technical Contacts (but not the number) by providing written notice to
Acquia. Primary Technical Contacts must be able to provide Acquia with information required to complete issue diagnostics
and instruct the implementation of Acquia's recommendations. Only authorized Client Technical Contacts may place a
services request with Acquia. All requests will be submitted via phone or the online tickets system to Acquia. All authorized
contacts must be capable of providing Acquia with information required to complete issue diagnostics and able to implement
recommended actions. Phone conversations to discuss or clarify requests for anything beyond simple, straightforward
changes are accepted and encouraged. Decisions and requests made by phone will be confirmed by email or website tickets
before action is taken to ensure clarity and proper authorization of the request. Acquia will use reasonable efforts to promptly
inform Client if any Client request requires work beyond the scope of these terms. Completed requests will be confirmed with
the Client by website ticket. Where applicable, Client will make all relevant Website content and application data available in
electronic form and on an agreed-to schedule as required by Acquia to complete requested work in a timely fashion. Client will
inform Acquia of any changes made independently by the Client to the Website(s), or to any component on which the
Website(s) depends, upon completion of such changes. Client retains responsibility for maintaining any infrastructure no
hosted by Acquia.
11. COOPERATION AND ACCESS. Client agrees to cooperate, as set forth in each Order or SOW, with Acquia to the extent
necessary for Acquia to perform the Services. Client shall provide Acquia with access to Client's personnel listed on each Order or
SOW (as applicable). Any delays resulting from Client's failure to perform or fulfill its responsibilities (such as not having systems
ready or failing to provide necessary data) will not affect the term of the applicable Services or the payment schedule.
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ACQUIO°
ACQUIA WEBSITE HOSTING SERVICES
1.
ACQUIA CLOUD HOSTING SERVICES
Acquia will host and maintain Client's Website (s) on Acquia's Cloud hosting environment during the Term as more fully described at
httQ;//www.acquia.com/sites/def~ultJfiles/c.ollateral/cloud-product-sheet.pQf.Client is entitled to up to six (6) Users. Acquia conducts
daily backups of the Website(s). Clients with Pro Plus, Enterprise and Elite support subscriptions may also process on-demand
backups and restores.
2.
ACQUIA CLOUD ENTERPRISE HOSTING SERVICES
2.1 Acquia will host and maintain Client's Website(s) on Acquia's Cloud hosting environment during the Term. Acquia will use
commercially reasonable efforts to prevent unauthorized access to the servers hosting Client's Website(s) and will promptly
notify Client of any known security breaches. Client may submit an unlimited number of support requests related to Acquia's
hosting infrastructure via the processes described above in Section 9 of the Acquia Support Services section of this Guide and
such tickets will not be counted towards Client's support ticket allotment as long as the root cause of such an issue shows that
the issue is due to Acquia's infrastructure and not Client's Website(s).
2.3 Acquia will work with Client to migrate the Website(s) onto the Acquia Cloud platform. Once migrated, Acquia will conduct a
light infrastructure site audit to determine whether any issues with the Website may cause the launch to be unsuccessful.
Following such audit, Acquia will disclose any launch blockers to Client. Client may either fix the launch blockers itself or
engage Acquia at its standard professional services rates to fix the blockers. If Client determines not to correct any launch
blockers identified by Acquia, any unavailability due to such launch blockers will not be counted when determining
unavailability of the site pursuant to Section 2.7 below.
2.4 Acquia Cloud Enterprise Hosting includes the following web server administration tasks:
Review system logs to diagnosis issues or upon request
o Adjustments to Apache, MySQL, and PHP configuration including
changes for service diagnostics, and deploy new sites/docroots
apache.conf changes (i.e. modify conf change docroot locations, and add new sites)
• php.ini changes (i.e. bump memory limit or enable error logging)
• my.cnf changes (I.e. enable slow query logs, modify slow query time)
updates or upgrades to Apache, PHP, databases or the operating system
o LAMP stack changes pertaining to performance tuning
o Installing or upgrading server applications
o
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 CAWS") environment
consists of major Regions and Availability Zones. AWS Availability Zones are separate yet interconnected data
centers within major Regions in Amazon's global AWS infrastructure. Acquia Cloud Enterprise and the Site Factory
Platform utilize a highly available redundant architecture which distributes replicated redundant server types (load
balancing, caching, web and database servers) across multiple Availability Zones within the same Region. Acquia
will use best efforts to restore the services in an alternate Availability Zone within the same Region (or alternate
Region if multi-Region Failover service has been purchased) in the event service in Client's assigned Availability
Zone (or Region) is severely impacted.
2.5.2
Backups. Acquia will maintain a comprehensive database backup solution which includes, without limitation, website
code, static assets/files, and databases. Integrated backup facilities utilize Amazon's Elastic Block Store and Simple
Storage Service. Acquia will automatically export MYSQL database one time per day and retain these backups for
three days. Additionally, for Acquia Cloud Enterprise only, Client may make on-demand backups of any database at
any time on the workflow tab of the Acquia Cloud UI, 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 weI! as restore a previous
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backup on the Backups tab of the Acquia Cloud UI. At the Drupal code layer, Client developed code may be
managed and deployed by Client via Acquia's Subversion (SVN or Git) code repository service (only Gil 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 so that the site code may be re-deployed to a new web server instance as needed. In
addition, Acquia conducts daily backups of Website(s) files and maintains a complete and current copy of each
Website which will be used in the event the Website must be restored by Acquia due to failure of fault of the Service.
These backups are performed as follows: daily over the previous week, weekly over the previous month, and
monthly thereafter.
2.5.3
Disaster Recovery. Acquia Cloud Enterprise and the Site Factory Platform make internal disaster recovery
snapshots of all Client data every hour and retains these snapshots on a diminishing schedule for three months. In
the unlikely event of a total data center loss or a loss of multiple disk systems, these backups will be used to restore
Client Website(s) at another location within the same Region. Acquia does not provide Client access to these
backups and will not use these snapshots to restore sites due to data-loss or deletion by Client.
2.6 Server Capacity.
2.6.1
Emergency Capacity. Client agrees that should Acquia become aware that the third party servers assigned to
Client's usage become overloaded due to greater than normal usage, Acquia will so notify Client and will take
reasonable actions to increase the server capacity in an effort to maintain site performance,
Client agrees that
Acquia can unilaterally elect to add capacity up to three times the contracted capacity and that for Acquia Cloud
Enterprise customers only, the excess capacity will remain provisioned for a minimum of five (5) calendar days. The
For Acquia Cloud Enterprise subscriptions, such additional capacity will be billed at then current daily rates. For Site
Factory subscriptions, additional capacity will be billed based on Acquia's current pricing per 1,000 page views per
month set forth in Client's Order. Acquia will also make reasonable efforts to contact Client when it is determined a
server upgrade is needed. Acquia reserves the right to not provision additional server capacity if it determines that
additional capacity is unlikely to significantly improve performance, including, without limitation, when the overload is
caused by an error in Client's software (e.q., 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 Acqula Cloud Enterprise Clients only. Clients may request Acquia to
increase their server capacity at any time. Any Client requests for provisioninq additional servers will be billed at the
then current daily rates for a minimum of five (5) calendar days. If Client requests additional capacity for two
consecutive
2.6.3
months, such capacity will remain at such level unless Client requests otherwise in writing to Acquia.
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, Acquia will use commercially reasonable efforts to make
Client's production Website(s) available for 99.95% of the time in any calendar month. Unavailability means that
Acquia's web hosting service or the Site Factory Platform is unresponsive
or responds with an error.
Availability will be calculated per calendar month, as follows:
total - nonexcluded - eXclUded)
[(
total - excluded
]
* 100
,,99.95%
Where:
total means the total number of minutes for the calendar month
nonexcluded
means downtimelunavailability 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.
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o
Any outages caused by programming errors in Client's Website(s), programming bugs in the third-party
extensions/modules
made available through the the Acquia Network or the Site Factory Platform, Drupal
Modules with Site Factory PaaS Tier, missing Client Content, errors caused by Client code or 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
o
Any outages resulting from scheduled maintenance (typically 11pm to 7am at the datacenter location identified
on Client's Order), if Acquia notified Client 48 hours prior to the commencement of the maintenance work
(there will be no more than two (2) hours of scheduled maintenance downtime per calendar year).
to Client's Website(s) (e.g., to install security fixes).
o
Unavailability that relates to any malware, viruses, Trojan horses, spyware, worms or other malicious or
harmful code in the Website that (i) was not introduced by Acquia or (2) was not introduced as a result of
Acquia's failure to perform the Services in compliance with the standard included herein or in the Master
Services Agreement.
o
Acts or omissions caused by Client's CDN.
2.7.2
In addition, unavailability of some specific features or functions within the Website while other features remain
available will not constitute unavailability of the Website, so long as the unavailable features or functions are not, in
the aggregate, material to the Website.
2.7.3
Should Acquia fail to meet 99.95% general availability of the Website for a calendar month, for each one-half hour of
unavailability Client will receive a one day extension of their subscription. To properly claim an extension, Client must
inform Acquia within fifteen (15) days of the purported outage and provide a full description of the Service
interruption, including logs if applicable.
2.7.4
If Client has accumulated subscription extensions during two consecutive months or three months in any six month
period, then Client may terminate the applicable Order upon seven (7) days advance written notice to Acquia. If
Client has accumulated subscription extensions for two consecutive months or three months in any six month period,
and Acquia's failure to meet the availability standards set forth above are directly attributable to flaws in Client's
environment (including the underlying code) where, despite reasonable notification from Acquia that such flaws are
adversely impacting availability, Client fails to correct such flaws, then Acquia may terminate the applicable Order
upon 30 days written notice to Client.
2.7.5
The subscription extensions and termination rights set forth above will constitute Client's sole and exclusive remedy
and Acquia's sole and exclusive liability for any failure to maintain the availability of the Website(s).
2.7.6
In the event of any outages described above, Acquia will use commercially reasonable efforts to minimize any
disruption, inaccessibility and/or inoperability of the Website in connection with outages, whether scheduled or not.
Such efforts will include hosting instances in another Availability Zone if available.
2.8 Client Content
2.8.1
Client is SOlely responsible for all Client Content and Users use of the Client Content and the Website(s). Acqula does
not guarantee the accuracy, integrity or quality of Client Content or source code of the Website(s). Client retains
ownership of all right, title and interest in and to all Client Content. By using Acquia's services, Client approves of
Acquia's right to access, retain, use and disclose Client Content solely for the purpose of providing Services
hereunder.
2.8.2
Client has all necessary rights and authority in the Client Content to store and retrieve the Client Content. Client
agrees not to use the Services in any manner other than as specified herein including not to store, transfer or distribute
files for or on behalf of third parties or for any form of file sharing.
2.8.3
Client has all necessary rights in the Client Content to permit Client to use Acquia's services without infringing the
rights of any copyright owners, violating any applicable laws or violating the terms of any license or agreement to
which it is bound.
2.8.4
Client will not and will not permit its Users to (a) interfere or attempt to interfere with the proper working of the
Services, the servers or any activity being conducted on the servers, (b) store or transmit infringing, libelous or
otherwise unlawful or tortious material on the Website(s), or store or transmit material in violation of third-party privacy
or intellectual property rights, (c) promote or facilitate any illegal activity on the Website(s), (d) interfere with or disrupt
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the integrity or performance of the Services, or (e) use the Website(s) in any unlawful manner. Acquia, at its own
discretion, may, upon written notice to Client, immediately suspend Client's access to Acquia's hosting services,
without refund, if Acquia believes in its sale discretion that Client or any of its Users have violated any of the policies
listed above or in Client's Order. If Client becomes aware of any violation of its obligations hereunder, Client will
immediately terminate such User's access to the Website(s). If Acquia suspends Client's access to the Acquia
services, (a) Client remains responsible for all subscription fees, (b) Client will not be entitled to any extension of their
subscription pursuant to Section 2.7.3 above, (c) Acquia will not erase any Client Content as a result of the suspension
except as may specified elsewhere in Client's Order.
2.8.5
Acquia is not responsible to Client for unauthorized access to Client's data or the unauthorized use of the Services
unless the unauthorized access or use results from Acquia's failure to meet its obligations hereunder.
Client is
responsible for the use of the Services by its employees, consultants and any other person to whom Client has given
access to the Services, and any person who gains access to Client's data or the Services as a result of Client's failure
to use reasonable security precautions, even if such use was not authorized by Client.
2.8.6
During the Term, Client permits Acquia the right to publicly perform, publicly display and digitally perform the Client
Content only on or in conjunction with the hosting of the Website(s) In accordance with the terms of the applicable
Order. Client grants no rights other than expressly granted herein, and Acquia will not exceed the scope of its
license hereunder.
2.8.7
Acquia Cloud, Client understands that load balancer machines provided in Acquia Cloud are shared between
multiple clients. Client will not perform any load tests or load-inducing vulnerability tests on Client's live Website(s).
2.8.8
Acquia Cloud Enterprise, If Client is on shared development or staging environments, Client is aware that such
environments are only for low impact testing and development activities. Should Client's use of the shared
development or staging environment adversely impact server performance, Client will be required to move to a
dedicated environment and will need to pay the associated server fees. Furthermore, Client will not perform any load
tests or vulnerability tests on live Website(s) unless it has purchased dedicated servers and will provide Acquia at least
five (5) business days advance notice of any such testing.
3.
2.8.9
Acquia Cloud Enterprise. If Client regularly consumes (e.g., more than two times in any week) more than 20% of the
shared server capacity (cpu, memory, disk, PHP processes) assigned to Client based on the information provided to
Acquia on the Hosting Questionnaire included as part of Client's Order, Client understands that Acquia may provision
additional capacity for Client and/or move Client to a dedicated server instance at Client's expense.
2.8.10
Site Factory. Client represents that it will not place excessive burdens on the Site Factory Platform's CPUs, servers
or other resources, including customer support services. Client understands that bandwidth connection speeds and
other similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers may result in
Acquia's need to place restrictions on Client's use of the Site Factory Platform services. Client further agrees that
Acquia may place restrictions on Client's use of the services, including support services, to the extent they exceed the
use of these resources for similarly situated customers.
ACQUIA CLOUD SITE FACTORY SERVICES
3.1 Acquia will provide the Site Factory Platform to Client on Acquia's managed infrastructure. Acquia grants to Client a nonexclusive, non-transferable 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 Drupal license terms under the relevant GPL license. Client further understands that certain
portions of the Site Factory Platform, including ThemeBuilder, have not been released to the open source community and,
therefore, Client is prohibited from distributing any portion of the Site Factory Platform to any third party.
3.2 Acquia will host and maintain Client's Website(s) migrated to and/or developed using the Site Factory Platform on the Site
Factory Platform during the Term. Acquia will use commercially reasonable efforts to prevent unauthorized access to the
servers hosting Client's Website(s) and will promptly notify Client of any known security breaches.
3.3 Site Factory SaaS Tier Subscriptions.
Acquia will provide a turnkey website building and management system that is
accessed through a browser-based user interface. SaaS Tier subscriptions allow Clients to (a) perform administrative actions
such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, and (b) configure,
customize through Client code, theme, and publish Website(s) within the Site Factory Platform Drupallnstance. Client cannot
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customize the Site Factory Platform Drupal Instance through the addition of contributed or custom Site Factory Drupal
Modules.
3.4 Site Factory SaaS+ Tier Subscriptions. Acquia will provide a turnkey website building and management system that is
accessed through a browser-based user interface. SaaS+ Tier subscriptions allow Clients to (a) perform administrative actions
such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, (b) configure,
customize through Client code, theme, and publish Website(s) within a production environment through the Site Factory
Platform Drupal Instance, and (c) request the deployment of Site Factory Drupal Modules to the Site Factory Platform Drupal
Instance after such modules have been certified by Acquia through a separate Acquia professional services engagement.
Acquia may deny the certification and deployment of Drupal Modules it feels will negatively affect its ability to deliver the Site
Factory Platform to Client pursuant to Section 2.7. Acquia will update Certified Client Site Factory Drupal Modules and ensure
that such Site Factory Drupal Modules are supported with updates to Client's SaaS+ Tier instance.
3.5 Site Factory PaaS Tier Subscriptions. Acquia will provide a website building and management system that is accessed
through a browser-based user interface. Site Factory PaaS Tier subscriptions allow Client to (a) perform administrative actions
such as create, duplicate, export, and delete Website(s) through the Site Factory Platform Dashboard, (b) configure,
customize through Client code, theme, and publish Website(s) within a production environment through the Site Factory
Platform Drupal Instance, and (c) customize the Site Factory Platform Drupal Instance through the addition of Site Factory
Drupal Modules. Customization of Site Factory Platform Drupal Instance requires Client to merge the Site Factory Drupal
Modules' code with the Site Factory Platform Drupal Instance code, resulting in a Site Factory Client Drupallnstance. Client is
responsible for maintaining and testing the Site Factory Client Drupal Instance in the Site Factory Platform staging
environment, and deploying Site Factory Client Drupal instance to Website(s) through the Platform. Acquia will Update Site
Factory PaaS Tier. Client will Update and test Site Factory Drupal Modules, Site Factory Client Drupal Instance, and deploy
subsequent versions of the Site Factory Client Drupal Instance to Website(s).
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ADDITIONAL
SERVICES
If included on Client's Order, Acquia will provide the following services:
1.
MOllOM
CONTENT MODERATION
SERVICES
1.1 Client Website(s) using Mollom will send data they want checked to the Account, and Mollom replies with either a Spam, Ham
or Unsure classification. Through the Account, Client will create an access key pair for each of the Client Websites. Client
cannot use the same key pair for more than one Website.
1.2 CAPTCHA Service. Mollom includes a centralized CAPTCHA service that stops known spammers. Approved users are not
required to solve a CAPTCHA. The CAPTCHA is invoked for three specific use cases: (i) upon user registration, when no
content can be classified, (ii) when Mollom is unable to classify a user, and (Hi) when a site owner using Mollorn opts for more
privacy, and Mollom isn't allowed to audit all content. Such events will prompt Client Websites to ask Mollom's CAPTCHA
server for an audio or visual CAPTCHA challenge to present to the user. If the response is correct, the content will be
accepted. Otherwise the post will be rejected.
1.3 Profanity
Filter. Mollom uses text analytics to detect harmful content such as profanity and other spam-related
content.
1.4 Mollom Account Data.
Mollom stores User Data in order to facilitate the improvement of Mollom. With respect to the
processing of User Data, Client will be considered a "controller" and Acquia will be considered a "processor" as defined in the
Data Protection Act. Acquia will not use any User Data it processes for purposes outside the scope of these terms. Upon
termination of the Mollom subscription, Acquia will retain the right to use the User Data for the sale purpose of improving
Mollom.
1.5 Mollom
1.6
Service
Levels.
1.5.1
Acquia will use commercially reasonable efforts to ensure that Mollom is available to Client 99.9% of the time in any
calendar month. Mollom Unavailability caused by the following are excluded from calculating the availability uptime:
(i) factors outside of Acquia's reasonable control; (H) outages from any actions or inactions of the Client or any third
parties engaged by Client; (iii) outages caused by programming errors in Client's Website(s) or by programming bugs
in the third-party extensions/modules;
(lv) outages caused by the fact that Client's Website(s) did not implement
Acquia's client-side load balancing mechanism as specified in the Mollom Client API; (v) outages that are not
reported within five (5) days; and (vi) outages from Acquia scheduled maintenance of Mollom where Acquia did notify
Client at least three (3) days prior to the commencement of the maintenance work (there will be no more than two (2)
hours of scheduled maintenance downtime of Mollom per calendar year).
1.5.2
Should Acquia fail to meet 99.9% general availability of Mollom for a calendar month, for each one-half hour of
unavailability Client will receive a one day extension of its Mollom subscription. To properly claim an extension, Client
must inform Acquia within fifteen (15) days of the purported outage and provide a full description of the Mollom
interruption, including logs if applicable. If Client has accumulated subscription extensions during two consecutive
months or three months in any six month period, then Client may terminate the Mollom portion of its Subscription
upon seven (7) days advance written notice to Acquia.
Client Obligations.
1.6.1
In order to use Mollom, Client must create a Mollom account on the mollom.com website in order to receive a
username and password. Client will only provide true and accurate information for its Mollom account and will
promptly update such information as necessary. Through the Account, Client will create an access key pair for each
of the Client Websites. Client will not use the same key pair for more than one Website.
1.6.2
By using Mollom, Client is agreeing to comply with the Mollom Usage Guidelines.
1.6.3
Client is responsible to inform its Website visitors, and to obtain appropriate consent from them, to allow Acquia to
process the User Data for antl-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 the Mollom privacy policy,
accompanied by a link to either the Mollom privacy policy (or to its own privacy policy that informs the website visitors
about the privacy aspects of Mollom).
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2.
VPN. Acquia provides a hosted VPN solution within Acquia Cloud Enterprise to enable a high availability, bi-directional IPSec
LAN-to-LAN VPN connection to be established between the Acquia Cloud Enterprise infrastructure and the Client's private
network. This connection will enable secure interaction between the 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 applicable Order and will make use
of CohesiveFT's VPN-Cubed Datacenter Connect solution. Set-up includes configuring the connection between Acquia Cloud and
one customer-defined end point, Adding or changing end points during the life of the Subscription will require additional set-up,
which will be billed to Client at $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
Drupal modules. This service does not include troubleshooting LDAP directories, configuration required to complete the
connection with customer's LDAP directories or troubleshooting data issues related to non-Drupal modules.
4.
MULTI-REGION REPLICATION WITH FAILOVER. This service is an extension 01Acquia's Acquia Cloud Enterprise Service and
is limited to one docroot. Fees for this service cover environment and application set up preparation, ongoing support and
operational service, coordination and restoration of service during outages, and development on improving the service, Multi
Region Failover requires Clients to utilize a third party CDN in order to achieve failover in the event of primary Region loss. Client
is responsible for performing the lailover upon Acquia recommendation during a Region outage. Client may be required to
implement Acquia recommended application changes to ensure optimal Multi Region Service and support. Client must provide
Acquia with at least live (5) business days advance notice belore electing to add an additional docroot to this service.
17
©2013 Acquie, Inc, All Rights Reserved.
v112013
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 Inalqht" means the Drupal diagnostic tool created by Acquia and included as part the Acquia Network that provides real
time scoring and feedback based on a Drupal sites performance. security and best practices.
2.
"Acquia
Library"
means the product documentation
located at https:!!docs.acquia.com!
3.
"Acquia Network" means the Acquia service that provides access to a suite of answers, forums, tools and support services for
Drupal websites. as well as Drupal-optimized cloud hosting plattorm.
4.
"Acquia Search" means the fully managed SaaS search offering created by Acquia
Network that integrates with Drupal applications built on the Apache Solr search engine.
5.
"Acquia
Tools"
means
Acquia's
proprietary
website
management
tools
identified
on
Acquia's
website
at
hltp:/!acquia.com!produ,ts-services!acquia-network
and includes, without limitation, Acquia Search, Acquia SE~ Grader, Acquia
Insight and Mollom Developer.
6.
"Apache"
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 challengeresponse 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.
and included
as part of the Acquia
means the freely available web server that is distributed under an open source license.
10. "CON" means a content delivery network provided by a third party.
11. "Certified Client Drupal Modules"
Services engagement
12. "Client Content"
13. "Docroot"
14. "Drupal
means the Drupal Modules that have been certified by Acquia through an Acquia Professional
means content of the Website(s) and files and data associated therewith.
means the directory on a computer (with an installed version of Drupal) that contains Drupal's core code files.
Modules"
means Client-selected
contributed or custom Drupal modules.
15. "Git" means a distributed revision control and source code management
16. "Ham" means positive content and is automatically
published.
17. "LAMP Stack" means the solution stack of free, open source software.
Apache, MySQL, and PHP.
18. "LSD Program"
system with an emphasis on speed.
The acronym
LAMP refers to the first letters of Linux,
means Acquia's Large Scale Drupal Program as further described in Section 6 of the Support Services section.
19. "Mollom" is a text filtering and content analysis web service that analyzes the quality of content posted to websites including
comments, contact-form messages, blogs, forum posts, etc. Mollom screens contributions to Client's Websites to help prevent
inappropriate user-contributed content from posting to Client's Websites. Acquia provides Mollom to Client as a web service.
18
©2013 Acquia, Inc. All Flights Reserved.
v112013
ACQUIO"
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
http://mollom.com/usage-=guideliQ.~§
Client will adhere to when using the Acquia API found at:
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
24. "Platform
25.
"Publicly
Drupallnstance"
Available
to produce dynamic web pages.
a production environment through a Drupal 7-based web site builder.
Software"
means any open source software,
free software or any similar software.
26. "Regions" means the various geographic areas in which AWS infrastructure services are hosted within the United States, Europe,
and Asia Pacific. As of the date hereof, Acquia utilizes AWS services in the following regions:
US East (Northern Virginia)
US West (Oregon)
EU West (Dublin, Ireland)
APAC (Singapore & Sydney)
27. "Site
Factory
Platform"
means
Acquia's
Cloud Site Factory
platform
provisioned
for Client on Acquia's
managed
hosting
infrastructure.
28. "Site Factory
Platform
Dashboard"
means a management
29. "Site Factory
Platform
Drupallnstance"
means a production environment through a Drupal I-based
30. "Site Factory
Platform
Version
means the Git version control application.
Control"
31. "Site Factory Client Drupallnstance"
the Client or on behalf of the Client.
dashboard.
means a version of the Site Factory Platform Drupallnstance
32. "Site Factory Drupal Modules" means Drupal contributed
Instance to create the Site Factory Client Drupal Instance.
33.
"Spam" means negative content and is automatically
and custom
web site builder,
that has been customized by
modules added to the Site Factory Platform
Drupal
blocked.
34. "Subversion" or "SVN" means the software versioning and revision control system distributed under an open source license.
35. "Term" means the term of the Subscription
indicated on Client's Order.
36. "Third Party Services" means the free or discounted subscriptions to certain third party services identified on Acquia's website at
http://acquia.com/products-services/acquia-network,
and are subject to change during the Term without notice to Client.
37. "Unsure" means anything between Ham and Spam. Acquia does not recognize the user, they are shown CAPTCHA's,
Client gets to decide if the content is automatically published, blocked, or sent for manual moderation.
and the
38. "Update" means the deployment of a subsequent release of the Site Factory Platform or Site Factory Platform Drupal Instance that
Acquia generally makes available at no additional license fee. With SaaS+ Tier subscriptions, "Update" also includes Drupal
Modules. Updates are provided when available as determined by Acquia. Acquia retains the right to deploy updates Monday
through Friday, between 11 pm - lam data center local time.
39.
"User" means any of Client's employees,
accordance with this Guide.
consultants,
contractors
19
@20i3Acquia,
v112013
Inc. All Rights Reserved,
or agents authorized
to use the services
provided
by Acquia in
40. "User Data" means any personal data (such as messages.
etc.) analyzed by Mollom.
41. "Website(s)"
IP addresses,
means the websites identified in the Client's Order.
20
@2Q13 Acquta, Inc. All Rights Reserved.
v112013
domain names, nicknames,
email addresses,
OpenlD,
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 shall 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
Site Factory/Support
SubscriptionPaaS
Small without Technical
Account Manaaer
SubscriptionPaaS
Small with Technical
Account Manager
• Up to 1M page views per
month
$90,000
annually
• Up to 1M page views per
month
• Technical Account
Manager, up to 10 hours
oer month
• 1M to 5M page views per
month
• Technical Account
Manager, up to 10 hours
ner month
n/a
$130,000
annually
$130,000 + greater
of 5% or CPI
annually
$202,500
annually
$202,500
annually
$202,500 + greater of
5% or CPI annually
SubscriptionPaaS
Medium
Year 1
Year 2-5
Fees
n/e
Year 6-10 Fees
n/a
General Consulting
• 1 week
$16,500
$16,500
4% or CPI
Site Factory Jumpstart
• 1 consultant
• 2 weeks
• 1 consultant
$33,000
$33,000
4% or CPI
on-site
• 2 weeks
• 1 consultant
$33,000
$33,000
4% or CPI
$16,500
$16,500
4% orCPI
$16,500
$16,500
4% or CPI
$15,000
$15,000
$15,000+ greater of
4% or CPI
$15,000
$15,000
$15,000+ greater of
4% or CPI
$33,000
$33,000
4% or CPI
$16,500
$16,500
4% or CPI
•
Site Factory Theming
Jumpstart
• on-site for first week onlv
Architecture
Workshop
• 1 week
• 1 consultant
Automated Testing
• on-site
• 1 week
• 1 consultant
Performance Audit
" on-site
• 1 week
• 1 consultant
Security Audit
Migration Jumpstart
•
"
"
..
"
remote
1 week
1 consultant
remote
2 weeks
• 1 consultant
Site Launch Workshop
• on-site
" 1 week
• 1 consultant
0150-10161-0000
TRANSMITTAL
DATE
TO
The Mayor
The City Council
COUNCIL
FILE NO.
COUNCIL
DISTRICT
04-18-14
FROM
The City Administrative Officer
Proposed Professional Services Agreement with Socrata, Inc. for
Development and Implementation of a Citywide Open Data Portal
Transmitted for further processing.
See the City Administrative Officer report attached.
MAS:JMY: 11140038h
CAO 649-d
Report From
I Date:
To: The Mayor
The City Council
Information
Technology
I CAO File No.:
C.D. No.
04-18-14
0150·10161·0000
All
Contact:
Agency (ITA)
Ted Ross (213) 978·3311
Laura Ito (213) 978·3322
Reference:
ITA transmittal
dated February 4, 2014; referred by Mayor for report
To develop and implement a City of Los Angeles Open Data portal in accordance
13·0112.
I Contract
Type of Contract: ( X ) New contract
Amendment
Contract/Amendment Amount: $2,000,000
i \
Prooosed amount $
Source of funds:
2,000,000
Contingent
with Executive Directive No.3 - Open Data (Garcetti Series) and C.F.
Term Dates:
Three years upon the date of execution of the contract, with two one-year options to renew
+ Prior awardrs) $
uponappropriations in the
0
=
Total $
2,000,000
over five years
2014-15 Adopted Budget
Name of Contractor: Socrata,Inc.
Address:
83 S. King Street, Suite 107 Seattle, WA 98104
Yes
2. Appropriated funds are available
3, Charter Section 1022 flndincs completed
5. Risk Manaqement review completed
7. Workforce that resides in the Citv: 0%
No
X
X
X
X
X
X
N/A*
8. Contractor
has complied with:
Yes
a. Equal Emplovmt. ODDtv.lAffirm. Action
b. Good Faith Effort Outreach=
d. Contractor Resuonsibifftv Ordinance
*N/A - not eooucebte ''', Contracts over $100,000
No
N/A*
X
X
X
X
X
X
SUMMARY
In April 2013, the Council instructed the Information Technology Agency (ITA) to develop and
implement an initial City of Los Angeles Open Data Initiative pilot program (C.F. 13-0112). In
December 2013, the Mayor issued Executive Directive No.3 - Open Data, directing ITA to establish
an Open Data portal and all City departments to make all appropriate datasets (a collection of related
data records organized and maintained by a City department, typically modeled as a table of rows,
columns of data, or graphical maps) available online on this portal. ITA now requests approval to
execute a professional services agreement (Agreement) with Socrata, Inc. (Socrata) to develop and
implement a City of Los Angeles Open Data portal in accordance with the separate mandates from
the Mayor and Council. The term of the proposed Agreement is three years, with two one-year
options to renew. The total compensation is not to exceed $2 million for complete and satisfactory
performance of the terms of the Agreement over five years.
Background
Executive Directive No. 3 - Open Data, establishes an Open Data Initiative in the City of Los
Angeles. The Open Data Initiative directs all City departments, incl ing semi-proprietary (Los
Angeles City Employees' Retirement System, Los Angeles Fire and P Ii e Pensions, Department of
\
11140038h
CA0661
Assistant CAO
CAO File No.
0150-10161-0000
Page
2
Recreation and Parks, and Los Angeles Public Library) and proprietary (Department of Water and
Power, Los Angeles World Airports, and the Port of Los Angeles) departments to collect datasets and
to make these datasets available to the public in an easily accessible and understandable format
online via a public website in a timely and regular manner (i.e. open data). Open data is restricted by
valid privacy, confidentiality, security, and other legal restrictions, and, by the Open Data Policy
adopted by the Information Technology (IT) Policy Committee (ITPC) composed of IT representatives
from several City departments, which guides and coordinates the publishing of open data by City
departments.
Several large govemment organizations including New York City, Chicago,
Seattle, the States of California, Washington, Colorado, and New York, and the
have launched Open Data portals making hundreds of data sets covering a wide
available to the public. This data typically includes information about budgets,
expenditures.
San Francisco, and
federal government,
variety of categories
crime, revenue, and
In addition, the Office of the Controller (Controller) launched its own open data portal,
controllerdata.lacity.org
in October 2013 via a separate contract with Socrata (C-123023). A large
volume of City financial data including City payroll, overtime, bonus, health care costs, and
expenditure information by department, type, vendor, and date range is posted on the portal, giving
the public access to specific details of how taxpayer money is spent in the City of Los Angeles.
Information regarding the City's revenue, including type, collection ratios, and trends over time is also
posted on this open data portal.
Proposed Vendor
ITA selected Socrata on a sole source basis with the City Attomey's concurrence based on Socrata's
unique expertise and technology in providing an open data solution and the following factors:
•
•
•
•
Socrata is a leading provider of an open data platform and tools which are utilized by various
govemment organizations including the federal government and large cities such as New York
City, Chicago, San Francisco, and Seattle to implement their own open data portals;
The Socrata platform enables clients to publish a large volume of data sets and allows multiple
users to review, compare, visualize, analyze, and share information;
The Office of the Controller has utilized Socrata's technology to launch and implement an open
data portal which can now be expanded by ITA for use by the entire City;
According to ITA, Socrata is the only Open Data Platform that has passed the Federal
Information Security Management Act of 2002.
Per Charter Section 1022, the Personnel Department determined that this type of work is highly
specialized and of a proprietary nature and that there are no classifications of City employees that
can perform these services.
Proposed Contract Terms
The Controller's contract with Socrata (C-123023), which will expire on September 30,2014, provides
for basic hosting and subscription services and two applications built for specific high-volume data
sets, Checkbook Explorer and ArcGIS Connect.
CAO File No.
0150-10161-0000
Page
3
Checkbook Explorer provides ways for any user to explore a govemment's expenditures, by
department, type, and vendor, for any given date range. ArcGIS Connect is a data mapping tool that
allows users to plot datasets made available on an open data portal onto a map. Both applications
are currently available on the Controller'S open data portal at a cost $949 per month or $11,388
annually for each application. Combined with the cost of basic hosting and subscription services
($9,491 per month or $113,892 annually), the total cost of these services is currently $137,000
annually. It is anticipated that during the first year, the proposed Agreement will be utilized to
transition the services provided under Contract C-123023, and all City departmental datasets will be
provided on one Citywide open data portal. The Controller's data will continue to be accessible on the
current site and will also be available through the Citywide open data portal
The proposed Agreement will be effective upon execution. The first payment will be due, however, on
October 1, 2014, upon expiration of Contract C-123023. The cost of these services for the remainder
of the fiscal year from October 1, 2014 to June 30, 2015 will be about $102,505 broken down
between the Open Data platform subscription ($85,421) and Checkbook Explorer and ArcGIS
Connect applications ($17,084). It is anticipated, however, that the actual contract cost will be higher
to cover fees associated with customization of the open data portal and additional features and
services that may be added after the Citywide launch of the open data portal. These additional
features and services are described in further detail below.
For the second and third years of the proposed Agreement, ITA anticipates that additional services
provided by Socrata may be purchased and utilized by various City departments contingent upon
sufficient funding approved by the Mayor and Council through the annual budget process.
Accordingly, the maximum compensation of the proposed Agreement is an amount not to exceed $2
million over five years (three year contract with two one-year options to renew) to cover anticipated
expenditures on a Citywide basis. Execution of the proposed Agreement does not obligate the City to
utilize all of Socrata's services as compensation is based on actual services rendered. Additional
services must be approved by ITA via a Statement of Work and their respective pricing include but
are not limited to:
Product Name and Description
Socrata Custom Data Exploration and
Visualization - various levels of customization
of a client's open data portal
Socrata GovStat - Performance management
and reoortinq [:llatform designed for govemment
Socrata GovStat Launch Package - provides
professional staff to design and set up a
performance management and reporting
platform for qovemment
Socrata Data Analyst, Designer, or Program
Manager
One-Time or
tlsaue Cost
N/A
Monthly Cost
Annual Cost
$950 to $5,000
$11,400 to
$60,000
N/A
$14,236.78
$170,841.36
$37,371.54
one-time cost
N/A
N/A
$147 to $185
per hour
based on use
N/A
N/A
The Agreement also provides pricing for additional services should other govemmental organizations
utilize the contract, subject to the approval of ITA. All pricing is valid for the initial three years of the
proposed Agreement. After three years, prices will increase no more than three percent per year
CAO File No.
0150-10161-0000
Page
4
should the proposed Agreement be extended beyond three years. To ensure continuity of services, it
is recommended that the General Manager of ITA be authorized to extend the term of the Agreement
in one-year increments, for an additional two years so long as all other terms and conditions remain
the same, funds have been budgeted for this purpose, and all other legal requirements are met.
In accordance with Los Angeles Administrative Code Section 10.5, City Council approval of the
proposed Agreement is required because the term exceeds three years, including the two one-year
options to renew. To the best of our knowledge, Socrata has complied with all City contracting
requirements, policies, and procedures. As this is a sole source contract, a Good Faith Effort (GFE)
outreach is not required.
RECOMMENDATIONS
That the Council:
execute a professional services agreement with Socrata, Inc., to develop and implement
City
of Los Angeles Open Data portal, for a three-year term effective upon the date of execution of
the Agreement, with two one-year options to renew, and total compensation not to exceed $2
million over the five-year term of the Agreement, subject to the availability of budgeted funds
for this purpose and the review and approval of the City Attorney; and
a
2. Authorize the General Manager of the Information Technology Agency to amend the
professional services agreement with Socrata, Inc. to extend the term for an additional two
years, in one-year increments, so long as all other terms and conditions remain the same,
funds have been budgeted for this purpose, and all other legal requirements are met.
Funding of $349,000 is included in the 2014-15 Proposed Budget. Execution of the contract is
contingent upon the approval of these funds in the 2014-15 Adopted Budget. As budgeted funds will
be used to support the proposed expenditures and expenditures are limited to the appropriation of
funds in the budget, the recommendation provided in this report is in compliance with the City's
Financial Policies.
MAS:JMY:11140038h

SPECIAL MEETING - INNOVATION, TECHNOLOGY

Transcription

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