report from office of the city administrative...

Report FromOFFICE OF THE CITY ADMINISTRATIVE OFFICER

Analysis of Proposed Contract($25,000 or Greater and Longer than Three Months)

To: The Mayor I Date: C.D. No. I CAO File No.:The City Council 04/17/14 All 0150-10192-0000

Contracting DeparlmenUBureau: Contact:Information Technology Agency (ITA) Betty Ngo; (213) 978-3381

Laura Ito; '(213) '978-3322Reference:ITA transmittal dated April 11, 2014; referred bv Mavor for ioint report back to Mavor and CouncilPurpose of Contract: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-yearcottons to renew

ContracUAmendment Amount: $4,000,000

Prooosed amount $ 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 oneand two of the Aareement; fundina for vears three to 10 continaent uoon aoorooriation of funds in future budaet vearsName of Contractor: Acquia, Inc.

Address: 25 Corporate Drive, Burlington, MA 01803

Yes No N/A* 8. Contractor has complied with: Yes No N/A*1. Council has aooroveo the ourcose X a. EQual Emolovmt. Oootv.lAffirm. Action X2. Appropriated funds are available X b. Good Faith Effort Outreach" X3. Charter Section 1022 findings completed X c. Equal Benefits Ordinance X4. Prooosais have been re uested X d.Contractor Resoonsibllitv Ordinance X5. Risk Manaaement review com leted X e.sraverv Disclosure Ordinance X6. Standard Provisionsfor City Contracts included X f. Bidder Certification CEC Form 50 X7. Workforce that resides in the Citv: 0% *N/A =:: not appfcable ** Contracts over $100,000

SUMMARY

In accordance with Executive Directive No. 3 (Villaraigosa Series), the Information TechnologyAgency (ITA) requests approval to execute a professional services agreement (Agreement) withAcquia, Inc. (Acquia) to implement Drupal, a web content management platform and provide hostingservices for City websites. The term of the proposed Agreement is three years with seven one-yearoptions to renew and total compensation not to exceed $4 million for complete and satisfactoryperformance of the terms of the Agreement over ten years.

Background

A web content management system (WCMS) allows users to create and manage websites withrelative ease as it does not require programming knowledge. ITA currently uses Stellent, an Oracleweb content management system to create and manage 25 websites for the City (Lacity.org), otherCity departments, and elected officials.

ITA has been using Stellent for nearly 10 years. This WCMS is reaching e end of its useful life andhas several functional limitations when compared with newer WCM!Ssin u ing:

11140051h Assistant CAO City Ad inistratl e OfficerCAO 661 /2007

CAO File No. Page0150-10192-0000 2

• Stellent can only be used with Internet Explorer 7, which according to ITA is no longersupported by Microsoft effective April 2014;

., Stellent's proprietary platform restricts rapid deployment of new features and the ability of ITAto make requested and needed updates to City websites;

• Stellent is installed on the City's server infrastructure and during electrical outages, Citywebsites have experienced several hours of downtime.

In response to these functional limitations, representatives from the Citywide Information TechnologyPolicy Committee (ITPC) assessed various proprietary and open source solutions to replace .theCity's current WCMS. This group recommended that an open source web content managementplatform, Drupal, was the best fit to meet the City's needs to develop, maintain, and host Citywebsites.

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 Drupalplatform;

• Proven experience providing training and knowledge transfer to City employees with limitedDrupal knowledge, including technical support services for the migration of selected, priorityCity 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 highlyspecialized and of a proprietary nature and that there are no classifications of City employees thatcan perform these services. Accordingly, ITA evaluated the services provided by several vendors anddetermined that Acquia is the only vendor that satisfied all of the City's requirements for areplacement WCMS.

As Drupal is an open source platform, the City would benefit from the rapid development of websitebuilding tools, templates, and other new features made available by Drupal contributors, which wouldenable City staff to develop and update City websites quickly in response to rapidly changingdepartmental operational needs. ITA indicates that Drupal is almost 15 years old and has a largecommunity 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 ofpublic and government agencies to manage their websites, including the United States Department ofJustice, Federal Emergency Management Agency (FEMA), United States Army, States of Georgiaand Colorado, and various counties and cities.

Proposed Contract Terms

During the first two years of the Agreement, Acquia will develop and migrate three critical Citywebsites, Lacity.org, LAcityview.org, and Ladotlacity.org to the Drupal platform and externally hostthese websites on Acquia's Cloud Site Factory platform and environment. During this time, ITA andother City department staff responsible for website development and maintenance will receive Drupal

CAO File No. Page0150-10192-0000 3

training and participate in the development and migration process, in order to ensure that City staff isable to develop and migrate remaining City websites to the Drupal platform over the term of theAgreement.

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 durationof that service:

Description Years Total Estimated CostDevelopment Phase - initial engagement and consulting One and Two $1,041,689services for development and migration of three Citywebsites to the Drupal platform and external hostingenvironment, inctudlno tralnino workshops for City staffHostlnq and support services - $202,500 annually Three to Five $607,500Hosting and support services - increase by the greater of Six to 10 $1,174,887five percent or the annual CPIOther consulting and hostina services as needed One to 10 $1,175,924Total Maximum Compensation (Years One to 10) $4,000,000

Public, Education, and Government Access (PEG) funding is available in the TelecommunicationsDevelopment Account (TDA) for the development phase in years and one two of the Agreement. Useof PEG funds is restricted by federal law. Since the City can only use those funds for the websitedevelopment portion of this work, an alternative funding source will be needed once development iscomplete. Possible alternative funding sources in years three to 10 of the Agreement for hosting andsupport services may include unrestricted TDA funding or General Funds. The Agreement is subjectto termination if funds are not appropriated for these services in each ensuing fiscal year beginningJuly 1.

ITA plans to adopt the Drupal platform and migrate the remaining 22 websites it manages to Acqula'sCloud Site Factory platform and environment over the term of the Agreement. To ensure continuity ofservices, it is recommended that the General Manager of ITA be authorized to extend the term of theAgreement in one-year increments, for an additional seven years provided that all other terms andconditions remain the same, funds have been budgeted for this purpose, and all other legalrequirements are met.

In accordance with Los Angeles Administrative Code Section 10.5, City Council approval of theproposed agreement is required because the term exceeds three years, including seven one-yearoptions to renew. To the best of our knowledge, Acquia has complied with all City contractingrequirements, policies, and procedures. As this is a sole source contract, a Good Faith Effort (GFE)outreach is not required.

RECOMMENDATIONS

That the Council:

1. Approve, and authorize the General Manager of the Information Technology Agency toexecute, a professional services agreement with Acquia, lnc., to implement web contentmanagement platform, Drupal, and provide hosting services for City websites, for a three-year

CAO File No, Page0150-10192-0000 4

term effective upon the date of execution of the contract, with seven one-year options torenew, and total compensation not to exceed $4 million over the ten-year term of theAgreement, subject to the review and approval of the City Attorney; and

2, Authorize the General Manager of the Information Technology Agency to amend theprofessional services agreement with Acquia, Inc, to extend the term for an additional sevenyears, 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.

FISCAL IMPACT STATEMENT

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 ofthe Agreement may include unrestricted TDA funding or General Funds. Continuation of thisAgreement is subject to the appropriation of funds in ITA's budget in each ensuing fiscal yearbeginning July 1, Accordingly, as budgeted funds will be used to support the proposed expendituresand expenditures are limited to the appropriation of funds in the budget, the recommendationprovided in this report is in compliance with the City's Financial Policies,

MAS:JMY:11140051 h

STEVE RENEKERGENERAL MANAGER

CHIEF TECHNOLOGY OFFICER

MARK P. WOLFExecutive Officer

City of Los AngelesCalifornia INFORMATION TECHNOLOGY

AGENCY

201~APR I ~ PM 3:ROOM 1400, CITY HALL EAST

200 NORTH MAIN STREETLOS ANGELES, CA 90012

(213) 978·3311FAX (213) 978-3310

ASSISTANT GENERAL MANAGERS

TedM.Ross ~!I(H""IIHINISTRATIVE()fGregR. Stoddard .

ita.lacity.org

ERIC GARCETIIMAYOR

April 11, 2014 REF: ASB-078-14

Honorable Eric GarcettiMayor, City of Los AngelesRoom 303, City HallLos Angeles, CA 90012

Attention: Mandy Morales, Legislative Coordinator

Subject: REQUEST FOR PERSONAIf SERVICES CONTRACT WITH ACQUIA INC.

Dear Mayor Garcetti:

Attached for your review and approval is a three year personal services contract withseven one-year renewal options with Acquia Inc. to convert City websites to a moderncontent management platform (Drupal), as well as provide a secure and robust hostedenvironment for those sites.

BackgroundThe City of Los Angeles Information Technology Agency (ITA) currently uses theOraclel'Stellent Web Content Management System (Stellent) as a platform for onlineaccess 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 somedepartments. It helps facilitate a better interconnection among the websites for resourceand data sharing that includes social media, audio, and video.

However, the Stellent system is ten years old and has limited functionality compared tonewer web content management systems. In addition, can only be used with InternetExplorer version 7 (obsolete as of April 2014) and is installed on the City's web serverinfrastructure that does not have the scalability and staffing support needed to maintainbusiness-critical websites resulting in multiple website outages over the last year.

The citywide IT Policy Committee conducted a study, which concluded with therecommendation to replace the Stellent platform with a popular open source solutionknown as Drupal that could be implemented at an enterprise level with highly reliableand available infrastructure supported by expert staff. Furthermore, it was found thatDrupal was already in use by the LA Public Library and many award-winning, high-performing, and high-profile government websites such as the official sites for: City ofAustin, Bay Area Rapid Transit, The White House, Transportation Security

An Equal Employment Opportunity - Affirmative Action Employer

Honorable Eric GarcettiApril 11, 2014Page 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 centrallymanage and host 25 or more websites, and help satisfy the Municipal Access PolicyBoard's LA Cityview 35 Strategic Plan (Council File 10-1826), which includes thefollowing recommendations:

• Proceed with the design and build-out of a website and multi-platform mediaapplications.

• Channel 35 and MAPB should establish benchmark metrics to indicate thesuccess of content. Programs that have strong viewership and rankings can behighlights on the LACity.org homepage. Programs with low viewership should betaken out of the cable broadcast rotation and maintained as web-only content.

A large, complex, and time-sensitive Drupal implementation such as this requiresexpertise 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 RFPprocess recently performed by the Bay Area Rapid Transit, Acquia Inc. is the onlyvendor who provides all of these services. Acquia is the largest and only commercialentity with a dedicated focus on Drupal and the only one with a dedicated 24x7 SLA-based support organization. Only Acquia offers a fully-managed, Cloud-based Drupalplatform (Site Factory) as a service. Acquia is the only Drupal-centric organization thatcertifies Drupal on a variety of levels within the public sector. In addition, Acquia'semployees include top Drupal contributors/maintainers, providing expertise not found inany other organization.

ITA has negotiated an SOW with Acquia to guarantee discounted development andmigration 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 justunder one year), ITA and other City department staff will receive Drupal training andalso participate in the development and migration, with the objective of positioning Citystaff so that they can develop and migrate the remaining 22 ITA-managed Citywebsites.

In addition to development, migration, and training services, the contract also providesfor ongoing hosting and support. It also provides guaranteed pricing for additionalservices the City may require during the contract term.


The initial term of this contract shall commence upon contract execution for a three-yearterm. ITA requests that the General Manager, or designee, be authorized to approveextending the contract for an additional seven years, for a total of ten years.

The Personnel Department determined that City employees cannot perform the workbeing 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 ContractCompliance and is valid through 2/11/15

The Non-discrimination/Equal Employment Practices, Equal Benefits, SlaveryDisclosure, and the First Source Hiring Ordinance affidavits have been uploadedin www.labavn.org, and verified by the Office of Contract Compliance. Affidavitsare valid thru 1/30/15.

The Contractor Responsibility Questionnaire was verified by the Authorized DAARepresentative in Public Works on 2/4/14.

The Bidder Certification CEC form 50 and the Bidder Contributions CEC form 55have been completed by the vendor and signed March 2014.

The insurance limits for General Liability, Workers Compensation, andProfessional Liability have been set and the vendor is in the process of reviewingand providing their accord.

The headquarters address and workforce information is reported as follows:

25 Corporate DriveBurlington, MA 01803

0% of the workforce resides in the City.

The vendor has applied for a valid Business Tax Registration Certificate.

Fiscal ImpactThe 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 hostingand support for subsequent years, as well as a contingency for additional consultingservices.


The development phase of this project is funded by the Public, Education andGovernment (PEG) Access funds within the Telecommunications Development AccountFund. ITA expects to use unrestricted TDA funding or General Fund for subsequentannual hosting fees (years 3-10) and will request these funds in the subsequent fiscalyear. Continuation of this contracted service will be subject to the approval of thisfunding in ITA's budget.

A Project Manager in the Technology Services Bureau of ITA will administer thiscontract.

RecommendationThat the General Manager of the Information Technology Agency, or his designee, beauthorized:

1. To execute a three year personal services contract with seven one-year renewaloptions with Acquia Inc. to convert City websites to a modern content managementplatform (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, anda contract maximum of $4,000,000.

Please contact Laura Ito, Director of Finance and Administration at 978-3322 with anyquestions.

Respectfully submitted,

~ ~ 0", be!-J0/f orSteve RenekerGeneral Manager

Attachments

ec: Jody Yoxsimer, CAOJenny Mach Yau, CAOTed Ross, ITALaura Ito, ITAIrene Mayeda, ITABetty Ngo, ITAMadeline Paguio, ITA

CONTRACT

BETWEEN

CITY OF LOS ANGELES

AND

ACQUIA INC.

THIS CONTRACT, is made and entered into by and between the CITY of LosAngeles, a municipal corporation (hereinafter referred to as "CITY"), acting by andthrough the Information Technology Agency (hereinafter referred to as "ITA"), andAcquia Inc., a Delaware corporation (hereinafter referred to as the"CONTRACTOR").

WITNESSETH

WHEREAS, the City of Los Angeles Information Technology Agency (ITA) wishes toimplement Drupal Web Content Management software to develop City socialpublishing websites;

WHEREAS, the City of Los Angeles Information Technology Agency (ITA) wishesthe City's critical external websites to be externally-hosted;

WHEREAS, The CONTRACTOR has unique and specialized knowledge withimplementation and support of Drupal software, as well as its proprietary SiteFactory platform;

WHEREAS, pursuant to Los Angeles City Charter Section 1022, it was determinedthat City employees do not have the expertise to perform the work;

WHEREAS, the services of the CONTRACTOR are of an expert and technicalnature and are temporary and occasional in character therefore competitive bid isnot required under Charter §371;

WHEREAS, the CONTRACTOR possesses the expertise, knowledge, and sufficientpersonnel to perform the technical functions as detailed in the Scope of Services. Itis not the CITY's interest to conduct a competitive process under Charter §372 forreasons provided above; and

NOW, THEREFORE, in consideration of the above premises, and of the covenantsand agreements hereinafter set forth, the parties hereby covenant and agree asfollows:

Site Factory Implementation and Hosting - City of Los Angeles, CAAcquia, Inc.

Professional Services AgreementPage 1 of 25

1. PROJECT BACKGROUND AND DESCRIPTION

The City of Los Angeles Information Technology Agency (ITA) currently uses theOraclelfstellent Web Content Management System (Stellent) to supportapproximately 25 City websites, including Lacity.org, as well as sites for electedofficials and some departments. The Stellent software has limited functionalitycompared to newer web content management systems, can only be used withInternet Explorer 7 (obsolete as of April 2014), and is installed on the City'sserver infrastructure that does not have the scalability and staffing supportneeded to support business-critical websites.

The City has selected Drupal content management software to replace Stellentand requires expert support for its implementation, as well as an externally-hosted environment for City websites that is scalable, robust, and reliable.

This contract (between CITY and CONTRACTOR) provides the training anddevelopment services needed to support the migration of selected, priority Citywebsites to the Drupal platform. It also provides for Acquia to host the City'swebsites 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 placeto 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 itsprincipal office at 200 North Main Street, Room 1400, Los Angeles,California 90012.

2.1.2. CONTRACTOR: Acquia Inc., a Delaware corporation, having itsprincipal office at 25 Corporate Drive, Burlington, MA 01803.

2.2. The CONTRACTOR designates the following person to representCONTRACTOR in all matters pertaining to this CONTRACT:

Name: Todd AkersTitle: Vice President, Public SectorAddress: 25 Corporate Drive, Burlington, MA 01803Telephone: (781) 313-8353Fax:E-Mail: [email protected]

A copy of all legal notices and demand shall also be sent to:



Acquia Inc.Attn: General Counsel25 Corporate DriveBurlington, MA 01803

2.3. The CITY designates the following person, or his/her designatedrepresentative, to represent the CITY in all matters pertaining to thisCONTRACT Administration:

Name: Laura ItoTitle: Director of Finance and Administration, ITAAddress: 200 North Main Street, Room 1400, Los Angeles, CA 90012Telephone: (213) 978-3322Fax: (213) 978-3310E-Mail: [email protected]

2.4. The CITY hereby appoints the following person(s) to act as the CITY'SPROGRAM MANAGER:

Name: Betty NgoTitle: Information System Manager IIAddress: 200 North Main Street, Room 1400, Los Angeles, CA 90012Telephone: (213) 978-3381Fax: (213)978-3310E-Mail: [email protected]

2.5. Additional technical specialists may be assigned subject to the CITY'SPROGRAM MANAGER'S approval.

2.6. The CONTRACTOR agrees that personnel assigned to the position inSection 2.2 at the commencement of services under this CONTRACT shallservice in these positions as long as required by the PROJECT, and theCONTRACTOR shall not change personnel assigned to that positionwithout, to the extent possible, the consent and approval of CITY'SPROGRAM MANAGER, provided such consent shall not be unreasonablywithheld.

2.7. Unless otherwise provided or approved by the CITY, the CONTRACTORshall use its own employees or independent consultants to perform theservices described in this CONTRACT. The CITY shall have the right toreview and approve any personnel who are assigned to work under thisCONTRACT. The CONTRACTOR agrees to remove personnel fromperforming work under this CONTRACT if requested to do so, in writing, bythe CITY.

2.8. CITY'S PROGRAM MANAGER shall represent the CITY in all matterswithin the scope of the CONTRACT related to project management. The



CITY'S PROGRAM MANAGER will in turn designate a PROJECTMANAGER(s) to represent CITY in all matters within the scope of theproject.

2.9. Notices

Formal notices, demands and communications from CONTRACTOR shallbe given to the CITY'S Representative with copies to the CITY'SPROGRAM MANAGER.

Formal notices, demands and communications required hereunder byeither party shall be made in writing and may be effected by personaldelivery or by registered or certified mail, postage prepaid, return receiptrequested and shall be deemed communicated as of the date of mailing. Acopy of said formal notices, demands and communications shall also betransmitted via email or fax. Original invoices may be sent by first classU.S. Mail.

2.10. Notice Change

If the name of the person designated to receive the notices, demands orcommunications or the address of such person is changed, written noticeshall be given, in accordance with this Section, within five (5) working daysof said change.

2.11. The CITY shall furnish, without charge, facilities and resources available tothe CONTRACTOR as deemed reasonably necessary and appropriate bythe CITY.

3. TERM OF AGREEMENT

The term of this CONTRACT shall commence on the date the CONTRACT isattested 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 appropriatedfor these services in each ensuing fiscal year commencing July 1. Council hasdelegated authority to the General Manager of ITA to amend the contract toextend the term for an additional seven (7) years, in one year increments with thesame terms and conditions so long as funds have been budgeted for thispurpose and all other legal requirements have been met. Such amendment mayincrease prices as agreed upon in Appendix E Pricing so long as the ITA hasbudget 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 andImplementation" and the CITY shall compensate the CONTRACTOR up as



set forth in Section 8 "Pricing and Payment Schedule" of Appendix B. TheCONTRACTOR also agrees to provide the hosting services described inAppendices 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 Pricingand Payment Schedules.

The CITY's total obligation under this CONTRACT shall not exceed$4,000,000 (Four Million Dollars), as detailed below. The CONTRACTORfurther understands and agrees that execution of this CONTRACT does notguarantee that the CONTRACTOR's employees will be utilized.

Any increases in the total obligation will be approved by writtenamendments initiated by the ITA. CONTRACTOR may not charge ITA anamount that will exceed the cumulative approved compensation limit shownabove. To the extent that future budget authorities are allocated within theamount shown above in the unallocated future budget authority items, theITA may adjust the approved budget authority line item(s) consistent withnew allocations within the limitations above. ITA will provide writtennotification to the CONTRACTOR when it adjusts the approved budgetauthority and the unallocated budget authority.

The CITY hereby appoints the following person(s) to act as the CITY'SPROJECT MANAGER for this project.

Department: ITAName: Madeline PaguioTitle: Senior Systems Analyst IIAddress: 200 North Main Street, Room 1400, Los Angeles, CA 90012Telephone: (213) 978-3375E-Mail: [email protected]

4.2. Invoicing and Payment

CONTRACTOR shall submit respective invoices to the CITY'S PROJECTMANAGER, with all supporting backup documentation as set forth inSection 8 "Pricing and Payment Schedule" of Appendix B and in AppendixC "Order Form for Acquia Cloud Site Factory Subscription with Support"and any future SOWs.

The CONTRACTOR is required to submit invoices that conform to CITYstandards and include, at a minimum, the following information:

1. Name and address of CONTRACTOR

2. Date of invoice

3. Reference to Contract Number



4. If applicable, reference to the (CITY) department approval and thespecific milestone/deliverable

5. Description of the services performed and the amount due for theservices

6. Remittance Address (If different from CONTRACTOR address)

4.3. The CITY shall not be obligated to reimburse CONTRACTOR for costsincurred in excess of the Project Pricing Structure set forth in Appendix Bor C, unless pre-approved by City in writing.

4.4. All fees exclude any taxes and duties, including sales, use or othertransaction tax, associated with the Services, which will be the CITY'sresponsibility to payor if CONTRACTOR is required to make any suchpayment on the CITY's behalf, the CITY shall promptly reimburseCONTRACTOR. If the CITY is legally entitled to an exemption from anysales, use or similar transaction tax, the CITY is responsible for providingCONTRACTOR with legally-sufficient tax exemption certificates for eachtaxing jurisdiction. Additionally, the CITY will provide CONTRACTOR withdocumentation showing that the withheld and/or deducted amounts havebeen paid to the relevant taxing authority.

4.5. If the CITY disputes any charge or amount on any invoice and such disputecannot be resolved promptly through good faith discussions between theparties, the CITY shall pay the amounts due under the Order or SOW lessthe disputed amount, and the parties shall diligently proceed to resolvesuch disputed amount. An amount will be considered disputed in goodfaith if (i) the CITY delivers a written statement to CONTRACTOR on orbefore the due date of the payment describing in detail the basis of thedispute and the amount being withheld by the CITY, (ii) such writtenstatement represents that the amount in dispute has been determined afterdue investigation of the facts and that such disputed amount has beendetermined in good faith, and (iii) all other amounts due from the CITY thatare not in dispute have been, or will be, paid as and when required underthis Agreement or applicable Order or SOW.

4.6. Govemance Structure

The governance structure consists of following elements:

1. Project Roles2. Project Processes3. Tasks & Deliverables4. Deliverable Review & Acceptance Process5. Funds Management

These elements are described below.



4.6.1. Project Roles

4.6.1.1. City Contract Administrator

The Contract administrator shall be responsible for signing thecontract on behalf of the CITY. The contract administrator willnot be responsible for:

Project managementProject payment approvalProject dispute resolution

On this project there will be one Contract Administratordesignated by ITA.

4.6.1.2. City Program Manager

Program Manager shall be responsible for:

- Administrative functions related to the projectCoordination of activities between Project managers andContract Administrator

Program Manager shall NOT be responsible for:

Project managementProject payment approval

On this project there will be one CITY PROGRAM MANAGERdesignated by ITA.

4.6.1.3. City Project Manager

Project Manager shall be responsible for managing day-to-dayproject activities. The Project Manager shall be responsible for:

Approval of requirementsManaging project planAcceptance of deliverablesApproval of invoicesChange managementKeeping Program Manager appraised of project status andpayment approvals

On this project there will be one CITY PROJECT MANAGERdesignated by ITA



4.6.1.4. Acquia Engagement Manager

Engagement Manager shall be responsible for coordinatingAcquia resource activities for the project and facilitatingcommunication with the City Project Manager. TheEngagement Manager shall be responsible for:

Participating in regular project update meetingsScheduling Acquia workshops and activitiesStatus reportingManaging issues and risksChange management

4.6.2. Process

4.6.2.1. Project Management Governance Structure

Upon kickoff, ITA and CONTRACTOR shall designate a ProjectManagement Team to provide project oversight, coordinationand communication.

4.6.2.2. Project Meetings

Regularly scheduled meetings are an important mechanism formanaging a project. The Project Management Team will meetregularly, frequency TBD. CONTRACTOR'S ENGAGEMENTMANAGER will lead the meetings. The ITA PROJECTMANAGER 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 issues to CONTRACTOR'SENGAGEMENT MANAGER.

If the issues are not resolved by the PROJECT orENGAGEMENT MANAGER in reasonable time or reasonablemanner, then either party may employ the escalation processbelow.

4.6.2.4. Project Issue Escalation

When issues are not resolved at the Project Management Teamlevel, they may be reported for resolution at the ProgramManagement level. Either the CONTRACTOR or the CITY may



report the issue to the Program Manager. The ProgramManager will make his/her best effort to resolve the issues.

If the issues are not resolved by the Program Manager, theymay be reported to ITA or Acquia management. In the eventthat management cannot resolve the issues, the CITY may seekthe option of arbitration or termination of the CONTRACT perPSC-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, describespecific deliverables and service levels to be furnished to the City andthe tasks to be performed by Contractor and its subcontractors, ifapplicable.

Upon execution of this agreement, the City will issue the first andsecond SOWs for work, which are attached as Appendix Band C. Anyadditional work may only be performed under an SOW issued by theCity's ITA General Manager in accordance with the price list inAppendix E, so long as there is budget authority and the total costdoes not exceed the contract limit.

4.6.3.1. Modifications

The CONTRACTOR shall notify ITA in writing as soon as theCONTRACTOR becomes aware that there is a change in scopethat could impact the task or deliverable schedule or cost.

4.6.4. Funds Management

Total funds budgeted under this CONTRACT may not exceed theceilings established under Section 4.1 of this CONTRACT.

In addition, the amount for each deliverable/milestone may not exceedthe amount allocation indicated in Section 8 "Pricing and PaymentSchedule" of Appendix B.

4.7. The CITY shall not pay for CONTRACTOR'S nor SUBCONTRACTORSpersonnel for invoice preparation. The CITY shall not pay forCONTRACTOR'S nor SUBCONTRACTOR'S communication expensesand computer time charges.

4.8. The CITY'S liability under this CONTRACT shall only be to the extent of thepresent appropriation to fund the CONTRACT. No action, statement, oromission of any officer, agent, or employee of CITY shall impose any



obligation upon CITY, such officer, agent, or employee, except to theextent CITY has appropriated funds and otherwise in accordance with theterms of this CONTRACT.

4.9. Payment

Payment approval shall be subject to the milestones as set forth in Section8 "Pricing and Payment Schedule" of Appendix B. The payment may onlybe approved upon obtaining signoff from the CITY as set in Section 6"Acceptance of Deliverables by City". The CITY shall pay the approvedamount within sixty (60) days after the CITY'S PROJECT MANAGERreceives CONTRACTOR's invoice.

5. RESPONSIBILITIES OF AND SERVICES TO BE PERFORMED BY THECONTRACTOR

The CITY acknowledges and agrees that CONTRACTOR'S ability to perform theservices 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 anddiligence normally employed by or CONTRACTOR'S performing the sameor similar services.

6. ACCEPTANCE OF DELIVERABLES BY CITY

6.1. Acceptance

6.1.1. Unless otherwise agreed in writing by CITY, the CITY'S PROJECTMANAGER, on behalf of CITY, shall have the right to review eachDeliverable to be provided by CONTRACTOR under the applicableStatement of Work, upon written notification by CONTRACTOR toCITY that such Deliverable is ready for review, and shall have the rightto either accept or reject such Deliverable in accordance with thisSection 6. Payment for any such Deliverable as defined in Section 8"Pricing and Payment Schedule" of Appendix B will be made, in arrearsafter 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 theDeliverable, relating to custom development work created by



CONTRACTOR specifically for the CITY as set forth in an applicableSOW and shall not include any of CONTRACTOR's Support andHosting Services or Site Factory. Upon CONTRACTOR'S notificationto the CITY that CONTRACTOR has completed any systemDeliverable and that such System deliverable is ready for testing, asoutlined in the applicable SOW, the CITY will begin testing suchSystem Deliverable in a non-production environment using industrystandards and procedures and/or such other standards andprocedures as are mutually agreed upon in writing, to determinewhether such System Deliverable meets all applicable Specificationsand acceptance criteria as outlined in the applicable SOW. Unlessotherwise specified in a project SOW, the user acceptance testing("UAT") will be completed by the CITY and will be based on theapproved test charters for the project build. Any items not included inthe functional test plans are not considered in-scope for the project andwould require a change order and additional funding. All issues or bugswill be tracked using JIRA. Unless otherwise specified in a projectSOW, the Pre-Live Testing period for each System Deliverable will befive (5) working days unless otherwise mutually agreed upon in a SOWor Project Plan ("Acceptance Period"). Upon completion of the Pre-Live Testing for a System Deliverable during the Acceptance Period,CITY will either notify CONTRACTOR in writing of its "Acceptance" ofsuch System Deliverables, or if CITY determines (as a result of theforegoing testing or in any other manner) that any System Deliverablehas a Deficiency or does not meet acceptance criteria as outlined inthe applicable, SOW, then CITY will deliver to CONTRACTOR awritten report describing the Deficiency ("Deficiency Notice"). SuchDeficiency Notice shall be delivered to CONTRACTOR within theAcceptance Period. CONTRACTOR shall correct each such Deficiencywith fifteen (15) calendar days after receiving such report, or if anyDeficiency is one that is not capable of being corrected within thefifteen (15) day period, then within such longer period of time asmutually agreed to by the parties, and thereafter CITY may re-testsuch errors in accordance with this Section 6.2.1. If CITY fails toprovide written notice of Acceptance or a Deficiency Notice within therequisite Acceptance Period, then the System Deliverable shall bedeemed 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 anyProfessional 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 acceptor reject the Workshops ("Workshop Acceptance Period"). Uponcompletion of the Acceptance Period, CITY will either notifyCONTRACTOR in writing of its "Acceptance" of such Workshop, or if CITY



determines that the Workshop has a Deficiency or does not meetacceptance criteria as outlined in the applicable, SOW, then CITY willdeliver to CONTRACTOR a written Deficiency Notice. Such DeficiencyNotice shall be delivered to CONTRACTOR within the Acceptance Period.CONTRACTOR shall correct each such Deficiency with ten (10) calendardays after receiving such report, or if any Deficiency is one that is notcapable of being corrected within the 10 (10) day period, then within suchlonger period of time as mutually agreed to by the parties, and thereafterCITY may re-test such errors in accordance with this Section 6.2.1. If CITYfails to provide written notice of Acceptance or a Deficiency Notice withinthe requisite Workshop Acceptance Period, then the Workshop shall bedeemed Accepted.

7. AUDIT

7.1. The CONTRACTOR shall maintain, and the CITY shall have the right toexamine and audit, including but not limited to all the books, records,documents, accounting procedures and practices and other evidenceregardless of form (e.g., machine-readable media such as disk, tape, etc.)or type (e.g., databases, applications software, databases managementsoftware, utilities, etc.), sufficient to properly reflect all costs claimed tohave been incurred, or anticipated to be incurred, in performing theContract. Such audit shall not be performed more than once annuallyduring the term of this CONTRACT, and by providing CONTRACTOR atleast fourteen (14) calendar days written notice (at a day and time that isreasonably acceptable to CONTRACTOR). Such audits shall becoordinated with CONTRACTOR to ensure both parties are in agreementwith their scope, timing and duration. The CITY understands and agreesthat (i) all Authorized Representatives of the CITY shall comply with allCONTRACTOR's policies of conduct while on CONTRACTOR's premises;and (ii) THE CITY shall be responsible for such AuthorizedRepresentatives regarding such audits. For purposes of the foregoing,"Authorized Representatives" shall mean any of the CITY's representativesidentified by the CITY in writing to CONTRACTOR.

7.2. The CONTRACTOR shall make said evidence (or to the extent acceptedby the CITY, photographs, micro-photographs, or other authenticreproductions thereof) available to the CITY at the CITY'S or theCONTRACTOR'S offices (to be specified by the CITY) at all reasonabletimes and without charge to the CITY. Said evidence/records shall beprovided to the CITY within thirty (30) working days of a written requestfrom the CITY. The CONTRACTOR shall, at no cost to the CITY, fumishassistance for such examination/audit.

7.3. Any information provided on machine-readable media shall be provided ina format accessible and readable by the CITY. The CONTRACTOR'S

Site Factory Implementation and Hosting City of Los Angeles, CAAcquia, Inc.


failure to provide records or access within the time requested shallpreclude CONTRACTOR from receiving any payment due under the termsof this Contract until such evidence/documents are provided to the CITY.The CONTRACTOR shall obtain its SUBCONTRACTORs and Supplierswritten agreements to the requirements of this Section and shall upon theCITY'S request, provided a copy of such agreements.

7.4. CONTRACTOR shall maintain all records, including records of financialtransactions, pertaining to the performance of this Contract, in their originalform, in accordance with requirements prescribed by the CITY. Theserecords shall be retained for a period of no less than three years followingfinal payment made by the CITY here under or the expiration date of thisContract, whichever occurs last. Said records shall be subject toexamination and audit by authorized CITY personnel or by the CITY'Srepresentative at any time, but not more than once annually, during theterm of this Contract or within the three years following final payment madeby the CITY hereunder or the expiration date of this Contract, whicheveroccurs last. CONTRACTOR shall provide any reports required by the CITYregarding performance of this Contract. Any subcontract entered into byCONTRACTOR, to the extent allowed hereunder, shall include a likeprovision for work to be performed under this Contract.

8. TECHNOLOGICAL CHANGE

As part of the Services, CONTRACTOR shall provide CITY access to newsoftware or improvements to existing software ("Improved Technology"), but onlyto the extent the same software or improvements are provided to otherCONTRACTOR'S customers. If such Improved Technology incurs additionalfees, the parties shall execute a separate SOW outlining such additional servicesand fees.

9. CONTRACTOR PERFORMANCE EVALUATION

At the end of this CONTRACT, the CITY will conduct an evaluation of theCONTRACTOR'S performance. The CITY may also conduct evaluations of theCONTRACTOR'S performance during the term of the CONTRACT. As requiredby Section 10.39.2 of the Los Angeles Administrative Code, evaluations will bebased on a number of criteria, including the quality of the work product or serviceperformed the timeliness of performance, financial issues, and the expertise ofpersonnel that the CONTRACTOR assigns to the CONTRACT. ACONTRACTOR who receives a "Marginal" or "Unsatisfactory" rating will beprovided with a copy of the final CITY evaluation and allowed 14 calendar daysto respond. The CITY will use the final CITY evaluation, and any response fromthe CONTRACTOR, to evaluate proposals and to conduct reference checkswhen awarding other service contracts.


Professiona! Services AgreementPage 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 tofully comply with CITY of Los Angeles Charter Section 470(c)(12) and relatedordinances, regarding limitations on campaign contributions and fund raising forcertain elected CITY officials or candidates for elected CITY office if the contractis valued at $100,000 or more and requires approval of a CITY elected official.Additionally, CONTRACTOR is required to provide and update certaininformation to the CITY as specified by law. Any CONTRACTOR subject toCharter Section 470(c)(12), shall include the following notice in any contract witha SUBCONTRACTOR expected to receive at least $100,000 for performanceunder this contract:

Notice Regarding Los Angeles Campaign Contribution and FundraisingRestrictions

As provided in Charter Section 470(c)(12) and related ordinances, you areSUBCONTRACTOR on CITY of Los Angeles contract. Pursuant to CITY CharterSection 470(c)(12), SUBCONTRACTOR and its principals are prohibited frommaking campaign contributions and fund raising for certain elected CITY officialsor candidates for elected CITY office for 12 months after the CITY contract issigned. SUBCONTRACTOR is required to provide to CONTRACTOR namesand addresses of the SUBCONTRACTOR'S principals and contact informationand shall update that information if it changes during the 12 month time period.SUBCONTRACTOR'S information included must be provided to CONTRACTORwithin five (5) working days. Failure to comply may result in termination ofcontract or any other available legal remedies include fines. Information aboutthe restrictions may be found at the CITY Ethics Commission's website athttp://ethics.lacity.org/ or by calling (213) 978-1960.

CONTRACTOR, SUBCONTRACTORs, and their Principals shall comply withthese requirements and limitations. Violation of this provision shall entitle theCITY to terminate this CONTRACT and pursue any and all legal remediesavailable at law.

11. RATIFICATION CLAUSE

Due to the need for the CONTRACTOR's services to be provided continuouslyon an ongoing basis, CONTRACTOR may have provided services prior to theexecution of this Contract. To the extent that said services were performed inaccordance with the terms and conditions of this amendment, those services arehereby ratified.

12.CONTRACT MODIFICATIONS, CHANGES OR AMENDMENTS



This Contract between the CITY and CONTRACTOR may be amended only byfurther written agreement, including Statements of Work signed by an authorizedrepresentative of each party and approved in accordance with PSC-4 and PSC-6. Either party may during the implementation of the Project (as detailed in theSOW) 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 / ENGAGEMENTMANAGER.

13.0WNERSHIP OF RESULTS

13.1. Services

As between the parties, all intellectual property rights in and to the Servicesand documentation (including all derivatives, modifications or improvementsthereof) are and shall at all times remain the sole and exclusive property ofCONTRACTOR. All suggestions, enhancement requests, feedback,recommendations or other input provide by the CITY or any other partyrelating to the Services and all related intellectual property rights shall beowned by CONTRACTOR and CITY hereby does and shall make allassignments and take all reasonable acts necessary to accomplish theforegoing ownership.

Unless otherwise expressly set forth in the SOW, any and all materials anddeliverables specifically developed for the CITY and delivered to the CITY inaccordance with the SOW (collectively, "Work Product") are and shall bedeemed works made for hire for CITY under the meaning of the copyrightlaws of the United States and any foreign jurisdiction recognizing such right ofauthorship. To the extent that CONTRACTOR incorporates anyCONTRACTOR materials into any of the Work Product and subject to CITY'Spayment of all applicable fees, CONTRACTOR hereby grants to CITY aperpetual, royalty-free, non-exclusive, non-transferable license to use suchCONTRACTOR materials solely as necessary for an in conjunction withCITY'S use of the Work Product (and not separate therefrom).

"CONTRACTOR materials" means all information, methodologies, data,ideas, concepts, know-how, techniques, documentation, software anddevelopment tools that CONTRACTOR possesses prior to thecommencement of the Services or which it develops independent of anyactivities governed by this Agreement or any SOW, and any derivatives,modifications or enhancements made to any such property while performingthe Services.

13.1.1. Unless otherwise provided herein, all Work Products originated andprepared by CONTRACTOR or its subcontractors of any tier under



this Contract shall be and remain the exclusive property of the CITYfor its use in any manner it deems appropriate. Work Products areall works, tangible or not, created under this Contract including,without limitation, documents, material, data, reports, manuals,specifications, artwork, drawings, sketches, computer programsand databases, schematics, photographs, video and audiovisualrecordings, sound recordings, marks, logos, graphic designs, notes,websites, domain names, inventions, processes, formulas mattersand 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 intellectualproperty rights worldwide in any Work Products originated andprepared by CONTRACTOR under this Contract. CONTRACTORfurther agrees to execute any documents necessary for the CITY toperfect, memorialize, or record the CITY'S ownership of rightsprovided herein.

13.1.2. Notwithstanding anything to the contrary in this Contract, WorkProduct excludes CONTRACTOR Materials and CONTRACTORretains all right, title and interest (including any and all intellectualproperty rights) it has in and to all CONTRACTOR Materials. To theextent that CONTRACTOR incorporates any CONTRACTORMaterials into any of the Work Product and subject to the CITY'Spayment of all applicable fees, CONTRACTOR hereby grants to theCITY a perpetual, royalty-free, non-exclusive, non-transferablelicense to use such CONTRACTOR Materials solely as necessaryfor an in conjunction with CONTRACTOR'S use of the WorkProduct (and not separate therefrom). For purposes of thisContract, "CONTRACTOR Materials" means all information,methodologies, data, ideas, concepts, know-how, techniques,documentation, software and development tools thatCONTRACTOR possesses prior to the commencement of theServices or which it develops independent of any activitiesgoverned by this Contract or any SOW, and any derivatives,modifications or enhancements made to any such property whileperforming the Services. The CITY understands that some of thedeliverables may include open source software, including Drupal,and third party software and that such software is licensed to theCITY under the existing terms and conditions of the applicablelicense.

13.1.3. CONTRACTOR shall not provide or disclose any Work Product thatcontains any CITY Confidential Information to any third partywithout prior written consent of the CITY.

13.1.4. Any subcontract entered into by CONTRACTOR relating to thisContract, to the extent allowed hereunder, shall include a like



provisron for work to be performed under this Contract tocontractually bind or otherwise oblige its subcontractors performingwork under this Contract such that the CITY'S ownership andlicense rights of all Work Products are preserved and protected asintended herein. Failure of CONTRACTOR to comply with thisrequirement or to obtain the compliance of its subcontractors withsuch obligations shall subject CONTRACTOR to the imposition ofany and all sanctions allowed by law, including but not limited totermination of CONTRACTOR'S contract with the CITY

13.2. Software Products

Software products purchased or licensed through this Contract are theproperty of the City, subject to the terms and conditions of the applicablepurchase/license.

13.3. City Data

The City is the sole and exclusive owner of all data and informationprovided to CONTRACTOR by or on behalf of the CITY for processing,and any and all updates or modifications thereto or derivatives thereofmade by CONTRACTOR ("City Data"), and all intellectual property rightsin the foregoing, whether or not provided to any other party under thisContract. Except for City Data that is available on a public facing websitehosted by CONTRACTOR, City Data will be the CITY'S confidentialinformation under this Contract. CONTRACTOR shall not use City Datafor any purpose other than that of rendering the services under thisContract, nor sell, assign, lease, dispose of or otherwise exploit City Data.CONTRACTOR shall not possess or assert any lien or other right againstor to City Data.

14. CONFIDENTIAL INFORMATION

Neither party shall use or disclose any Confidential Information (as definedherein) of the other party, except on a need-to-know basis for purposes ofperforming its obligations under this Contract and who have agreed in writing tobe 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'sConfidential Information as it would use to protect its own ConfidentialInformation (but using no less than a reasonable degree of protection)."Confidential Information" means any information or material in tangible orintangible form that:

a) is confidential and proprietary to the disclosing party, which derives economicvalue from not being generally known and is the subject of reasonable effortsby the disclosing party to maintain its secrecy;

Site Factory Implementation and Hosting City of Los Angeles, CAAcquia, Inc.


b) the disclosing party obtains from any third party which the disclosing partytreats as proprietary whether or not owned by the disclosing party; or

c) is identified by the disclosing party as confidential, pursuant to local, stateand/or federal laws and regulations.

THE PARTIES ACKNOWLEDGE THAT THIS CONTRACT, IN ITS ENTIRETY,IS A PUBLIC RECORD OF THE CITY OF LOS ANGELES. Disclosure ofConfidential Information to employees of the parties hereto will be limited tothose who have a need to know such Information in connection with carrying outthe obligations of that party pursuant to the Contract.

For purposes of this Contract, "Confidential Information" shall not includeinformation or material which

a) enters the public domain (other than as a result of a breach of this Contract);

b) was in the receiving party's possession prior to its receipt from the disclosingparty;

c) is independently developed by the receiving party without the use ofConfidential Information;

d) is obtained by the receiving party from a third party under no obligation ofconfidentiality to the disclosing party; or

e) must be disclosed due to a judicial or governmental requirement or order,provided that

- the receiving party has given the disclosing party reasonable prior noticeof such requirement or order to give the disclosing party a reasonableopportunity to object or to seek a protective order or other appropriateremedy,

- the receiving party reasonably cooperates with the disclosing party so thatit may object or seek a protective order or other appropriate remedy, and

- the receiving party in any event discloses only that portion of theConfidential Information that it is legally required to be disclosed.

The confidentiality obligations set forth in this Section shall continue indefinitelyfor so long as the Confidential Information is a trade secret under applicable lawand shall continue for three (3) years following termination or expiration of thisContract with respect to Confidential Information that does not rise to the level ofa trade secret.

The receiving party shall use such Confidential Information only for the purposefor which it was disclosed and shall not otherwise use or exploit such ConfidentialInformation for its own benefit or the benefit of any other party without the priorwritten consent of the disclosing party. Each party is responsible for its actionsor inactions. The receiving party shall promptly notify the disclosing party if



receiving party is aware of a breach hereunder, and shall cooperate with anyreasonable request of the disclosing party in enforcing its rights.

The receiving party acknowledges that disclosure of any Confidential Informationor trade secret by it or its employees will give rise to irreparable injury to thedisclosing party or the owner of such information, not adequately compensatedby damages. Accordingly, the disclosing party will be entitled to seek equitablerelief, including injunctive relief and specific performance against the breach orthreatened breach of the undertakings in this Article, in addition to any other legalremedies which may be available. The receiving party further acknowledges andagrees that the covenants contained in this Article are necessary for theprotection of the disclosing party's legitimate business interests and arereasonable in scope and content.

All Confidential Information of each party as the disclosing party, shall remain theproperty of such party and no license or other rights to such party's confidentialinformation is granted or implied hereby, except for CITY'S license to access anduse the Software Product, Software Documentation, and Contractor ProprietaryTechnology for its own intemal business operations as limited by the terms of thisContract.

15. MISCELLANEOUS

15.1. Nothing contained in this CONTRACT is intended or shall be construed toconfer upon any person any rights, benefits or remedies of any kind orcharacter whatsoever, or to create any obligation of a party to any suchperson.

15.2. This CONTRACT shall be binding upon and for the benefit ofCONTRACTOR, The CITY and their permitted successors and assigns.Either party may assign this CONTRACT to an Affiliate and as part of acorporate reorganization, consolidation, merger, or sale of all orsubstantially all of its assets or business to which the CONTRACT relates.Except as expressly stated in this CONTRACT, neither party mayotherwise assign its rights or obligations under this CONTRACT or anOrder or SOW either in whole or in part without the prior written consent ofthe other party, and any attempted assignment or delegation without suchconsent 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 notknowingly solicit for employment any person employed by the other party.Nothing in this clause shall be construed to prohibit individual employeesfrom responding to public employment advertisements, postings or jobfairs of either party, provided such response is not prompted by a partyintentionally circumventing the restriction of this clause.



15.4. The CITY hereby grants CONTRACTOR a non-exclusive license solelyduring the term of this CONTRACT to list The CITY's name and displayThe CITY's seal (as provided on Lacity.org) in the client section ofCONTRACTOR's website and to use The CITY's name and seal onCONTRACTOR client lists but only to the extent that other clients ofCONTRACTOR are also listed on such list. Any other use byCONTRACTOR of The CITY's name, seal or trademark requires TheCITY's prior written consent. The CITY may terminate such license at anytime by providing CONTRACTOR with written notice and providingCONTRACTOR with a reasonable period of time to remove The CITY'sname and/or seal from its customer lists and website.

15.5. Performance of any obligation required by a party hereunder may bewaived only by a written waiver signed by an authorized representative ofthe other party, which waiver shall be effective only with respect to thespecific obligation described therein. The failure of either party to exerciseany of its rights under this CONTRACT will not be deemed a waiver orforfeiture of such rights. The invalidity or unenforceability of one or moreprovisions of this CONTRACT will not affect the validity or enforceability ofany of the other provisions hereof, and this CONTRACT will be construedin all respects as if such invalid or unenforceable provision(s) wereomitted.

15.6. If the Services are being or have been acquired with U.S. FederalGovemment funds, or The CITY is an agency, department, or other entityof 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 withFederal Acquisition Regulation 12.212 for civilian agencies and DefenseFederal Acquisition Regulation Supplement 227.7202 for militaryagencies. The Services and CONTRACTOR Materials COMMERCIALITEMS AS DEFINED BY THE FEDERAL ACQUISITION REGULATION.Use of the Services and CONTRACTOR Materials by the Government isfurther restricted according to the terms of this CONTRACT and anyamendment hereto.

15.7. TERMINATION FOR CONVENIENCE.

15.7.1. The CITY may terminate for the CITY's convenience at any timeby giving CONTRACTOR thirty days written notice thereof.Upon receipt of said notice, CONTRACTOR shall immediatelytake action not to incur any additional obligations, costs orexpenses, except as may be reasonably necessary to terminateits activities. For professional consulting services, the CITY shallpay CONTRACTOR its reasonable and allowable costs through



the effective date of termination and those reasonable andnecessary costs incurred by CONTRACTOR to affect suchtermination. For subscription services and fixed fee ProfessionalServices projects ("Fixed Fee PS Projects"), the CITY shall notreceive a refund of any prepaid subscription fees or Fixed FeePS Projects and for any subscriptions or Fixed Fee PS Projectsthat are not paid in full in advance, the CITY shall pay the feesowed for the remainder of any subscription or Fixed Fee PSProjects as an early termination fee. Thereafter, CONTRACTORshall have no further claims against the CITY under thisContract. All finished and unfinished documents and materialsprocured for or produced under this Contract, including allintellectual property rights thereto to the Work Product producedfor the CITY, shall become CITY property upon the date of suchtermination. CONTRACTOR agrees to execute any documentsreasonably necessary for the CITY to perfect, memorialize, orrecord 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 thisCONTRACT or materially reduces the services offered,CONTRACTOR will provide the CITY with a minimum of 90days' notice.

15.7.3. Upon written request by the CITY, CONTRACTOR shall providethe CITY or its designee with a copy of the CITY'S site, whichincludes all files, code and databases. Except if the contract isterminated for cause, should the CITY request transitionservices in order to enable the CITY to transition to a differentservice provider, the CITY shall be charged CONTRACTOR'Sthen current Professional Services Fees and the parties willexecute a separate SOW evidencing the terms of suchadditional Professional Services.

15.8. TERMINATION FOR BREACH OF CONTRACT.

15.8.1. Except for excusable delays as provided in PSC-7, ifCONTRACTOR fails to perform any of the provisions of thisContract or so fails to make progress as to endanger timelyperformance of this Contract, the CITY may giveCONTRACTOR written notice of such default. If CONTRACTORdoes not cure such default or provide a plan to cure such defaultwhich is acceptable to the CITY within the timeframe, mutuallyagreed to by the parties, but in no event less than thirty (30)days, then the CITY may terminate this Contract due toCONTRACTOR'S breach of this Contract.



15.8.2. If a federal or state proceeding for relief of debtors is undertakenby or against CONTRACTOR, or if CONTRACTOR makes anassignment for the benefit of creditors, then the CITY mayimmediately terminate this Contract.

15.8.3. If CONTRACTOR engages in any dishonest conduct related tothe performance or administration of this Contract or violates theCITY'S lobbying policies, then the CITY may immediatelyterminate this Contract.

15.8.4. In the event the CITY terminates this Contract as provided inthis section, the CITY may procure, upon such terms and insuch manner as the CITY may deem appropriate, servicessimilar in scope and level of effort to those so terminated, to theextent available.

15.8.5. All finished or unfinished documents and materials produced orprocured as Work Product for the CITY under this Contract,however, excluding CONTRACTOR MATERIALS, including allintellectual property rights thereto, shall become CITY propertyupon date of such termination, as provided and described inparagraph 15.7.3. CONTRACTOR agrees to execute anydocuments reasonably necessary for the CITY to perfect,memorialize, or record the CITY'S ownership rights providedherein.

15.8.6. If, after notice of termination of this Contract under theprovisions of this section, it is determined for any reason thatCONTRACTOR was not in default under the provisions of thissection, or that the default was excusable under the terms ofthis Contract, the rights and obligations of the parties shall bethe same as if the notice of termination had been issuedpursuant to Section 15.7 Termination for Convenience.

15.8.7. The rights and remedies of the CITY provided in this sectionshall not be exclusive and are in addition to any other rights andremedies provided by law or under this Contract.

15.9. GOVERNMENT DISCOUNT. CONTRACTOR agrees to offer to the Citythe lower of its standard federal government discount for all products andservices, or prices as provided in Appendix E Pricing.

15.10. INTELLECTUAL PROPERTY INDEMNIFICATION

15.10.1. CONTRACTOR, at its own expense, undertakes and agrees todefend, indemnify, and hold harmless the CITY, and any of itsBoards, Officers, Agents, Employees, Assignees, and



Successors in Interest from and against all suits and causes ofaction, claims, losses, demands and expenses, including, butnot limited to, attorney's fees (both in house and outsidecounsel) and cost of litigation (including all actual litigation costsincurred by the CITY, including but not limited to, costs ofexperts and consultants), damages or liability of any naturewhatsoever arising out of a third party claim of an infringement,actual or alleged, direct or contributory, of any intellectualproperty rights, including, without limitation, U.S., Canadian, orEuropean Union patent, copyright, trademark, trade secret, rightof publicity and proprietary information right (1) the CITYS'scompliant use of the Services provided to CITY byCONTRACTOR, or its subcontractors of any tier, in performingthe work under this Contract; or (2) as a result of the CITY'Sactual or intended use of any Work Product furnished byCONTRACTOR, or its subcontractors of any tier, under theAgreement. The provisions of Section 15.10 shall surviveexpiration or termination of this Contract.

15.10.2. The foregoing obligations will not apply to the extent the claimarises as a result of (a) any use of any design, medium matter,article, process, method, application, equipment, device,instrumentation, software, hardware or firmware used byCONTRACTOR in the delivery of Services, including WorkProduct (collectively, the "Services") in a manner other than asspecified in this Contract or in any SOW; (b) any use of theServices in combination with other products, services,equipment, devices, software, systems or data not supplied byCONTRACTOR to the extent such claim is' caused by suchcombination; (c) any alteration, modification or customization ofthe Services or any software made by any party other thanCONTRACTOR or CONTRACTOR'S authorizedrepresentatives if such infringement would not have occurredwithout such alteration, modification or customization; (d)CONTRACTOR'S compliance with any designs, specificationsor instructions provided by the CITY where such designs,specifications or cause the infringement; (e) use by the CITYafter notice by CONTRACTOR to discontinue use of all or aportion of the Services, or (f) any use of any software madeavailable by CONTRACTOR that is the subject of an opensource license, including, without limitation, any Drupal softwareor any use by the CITY of any third-party software.

15.10.3. Other than claims related to indemnification, neither party shallbe liable to the other for special, indirect, incidental,consequential, punitive, exemplary or other similar damages,including, without limitation, loss of revenue or profits, in any



way arising out of or related to this Contract or any SOW, evenif it has been advised of the possibility of such damages, unlessotherwise required by law. Except for claims related toindemnification, CONTRACTOR'S total liability to the CITY forany claim arisinq out of this Contract or any SOW shall notexceed one (1) million dollars, CONTRACTOR'S pricing reflectsthis allocation of risk and the limitation of liability specifiedherein.

16. INCORPORATION OF REFERENCES I ORDER OF PRECEDENCE

With the exception of PSCs 10, 17,21,23, and 25, the following documents arehereby incorporated into and made a part of this Contract where referred to asthough set forth at length.

Appendix A: Standard Provisions for City ContractsAppendix B: Statement of Work for Site Factory Enablement, Training,Build and ImplementationAppendix C: Order Form for Acquia Cloud Site Factory Hosting Serviceswith SupportAppendix D: Acquia Products and Services GuideAppendix E: Pricing

In the event of an inconsistency between any of the provisions of this Contractand/or any Appendix or Exhibit attached hereto, the inconsistency shall beresolved by giving precedence in the following order:

1. Provisions of this contract2. Appendix A: Standard Provisions for City Contracts3. Appendix B: Statement of Work for Site Factory Enablement, Training,

Build and Implementation4. Appendix C: Order Form for Acquia Cloud Site Factory Hosting Services

with Support5. Appendix D: Acquia Products and Services Guide6. Appendix E: Pricing

IN WITNESS THEREOF, the parties hereto have caused this instrument to besigned by their respective duly authorized officers:



APPROVED AS TO FORM:Michael Feuer, CITY Attorney

By: __ ~ __ ~~~ _Laurel L. Lightner

Assistant City Attorney

Date: __

ATTEST: Holly WolcottInterirTl City Clerk

By: _

Date: _

CITY OF LOS ANGELES

By: ~-~-----Laura Ito

Director of Finance and AdministrationInformation Technology Agency

Date: _

Acquia Inc.

By: ---=-~~-------Dennis MorganCFO

Date: _



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 REGISTRATIONCERTIFICATE 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 PROVISIONSFOR 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 CONTRACTORWORKER RETENTION ORDINANCE 16

PSC·32 AMERICANS WITH DISABILITIES ACT 17

PSC-33 CONTRACTOR RESPONSIBILITY ORDINANCE 18

PSC·34 MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISEOUTREACH PROGRAM 18

PSC-35 EQUAL BENEFITS ORDINANCE 18

PSC-36 SLAVERY DISCLOSURE ORDINANCE 19

EXHIBIT 1 -INSURANCE CONTRACTUAL REQUIREMENTS 20

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09) ii

Appendix A

STANDARD PROVISIONS FOR CITY CONTRACTS

PSC-1. CONSTRUCTION OF PROVISIONS AND TITLES HEREIN

All titles, subtitles, or headings in this Contract have been inserted for convenience, andshall not be deemed to affect the meaning or construction of any of the terms orprovisions hereof. The language of this Contract shall be construed according to its fairmeaning and not strictly for or against the CITY or CONTRACTOR. The word"CONTRACTOR" herein in this Contract includes the party or parties identified in theContract. The singular shall include the plural; if there is more than oneCONTRACTOR herein, unless expressly stated otherwise, their obligations andliabilities hereunder shall be joint and several. Use of the feminine, masculine, or neutergenders 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 partieshereto, one text being retained by each party. At the CITY'S option, one or moreadditional 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 UnitedStates 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 licensinglaws which affect employees. This Contract shall be enforced and interpreted under thelaws of the State of California without regard to conflict of law principles.CONTRACTOR shall comply with new, amended, or revised laws, regulations, and/orprocedures that apply to the performance of this Contract.

In any action arising out of this Contract, CONTRACTOR consents to personaljurisdiction, and agrees to bring all such actions, exclusively in state or federal courtslocated in Los Angeles County, California.

If any part, term or provision of this Contract is held void, illegal, unenforceable, or. inconflict with any law of a federal, state or local government having jurisdiction over thisContract, the validity of the remaining parts, terms or provisions of the Contract shall notbe affected thereby.

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3109) 1

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PSC-4. TIME OF EFFECTIVENESS

Unless otherwise provided, this Contract shall take effect when all of the followingevents have occurred:

A. This Contract has been signed on behalf of CONTRACTOR by the personor persons authorized to bind CONTRACTOR hereto;

B. This Contract has been approved by the City Councilor by the board,officer or employee authorized to give such approval;

C. The Office of the City Attomey has indicated in writing its approval of thisContract as to form; and

D. This Contract has been signed on behalf of the CITY by the persondesignated by the City Council, or by the board, officer or employeeauthorized to enter into this Contract.

PSC-5. INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of the parties with respect to thesubject matter hereof, and replaces any and all previous Contracts or understandings,whether written or oral, relating thereto. This Contract may be amended only asprovided for in paragraph PSC-6 hereof.

PSC-5. AMENDMENT

All amendments to this Contract shall be in writing and signed and approved pursuant tothe provisions of PSC-4.

PSC-7. EXCUSABLE DELAYS

In the event that performance on the part of any party hereto is delayed or suspendedas a result of circumstances beyond the reasonable control and without the fault andnegligence of said party, none of the parties shall incur any liability to the other partiesas a result of such delay or suspension. Circumstances deemed to be beyond thecontrol of the parties hereunder include, but are not limited to, acts of God or of thepublic enemy; insurrection; acts of the Federal Governrnent or any unit of State or LocalGovernment in either sovereign or contractual capacity; fires; floods; earthquakes;epidemics; quarantine restrictions; strikes; freight embargoes or delays intransportation, to the extent that they are not caused by the party's willful or negligentacts 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, inwhole or in part, any promise, covenant, or agreement set forth herein, or should anyrepresentation made by it be untrue, any aggrieved party may avail itself of all rights

STANDARD PROVISIONSFOR CITY CONTRACTS (Rev. 3/09) 2

Appendix A

and remedies, at law or equity, in the courts of law. Said rights and remedies arecumulative of those provided for herein except that in no event shall any party recovermore than once, suffer a penalty or forfeiture, or be unjustly compensated.

PSC-g. WAIVER

A waiver of a default of any part, term or provision of this Contract shall not beconstrued as a waiver of any succeeding default or as a waiver of the part, term orprovision itself. A party's performance after the other party's default shall not beconstrued 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 bygiving CONTRACTOR thirty days written notice thereof. Upon receipt of saidnotice, CONTRACTOR shall immediately take action not to incur any additionalobligations, cost or expenses, except as may be reasonably necessary toterminate its activities. The CITY shall pay CONTRACTOR its reasonable andallowable costs through the effective date of termination and those reasonableand necessary costs incurred by CONTRACTOR to affect such termination.Thereafter, CONTRACTOR shall have no further claims against the CITY underthis Contract. All finished and unfinished documents and materials procured foror produced under this Contract, including all intellectual property rights thereto,shall become CITY property upon the date of such termination. CONTRACTORagrees 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, ifCONTRACTOR fails to perform any of the provisions of thisContract or so fails to make progress as to endanger timelyperformance of this Contract, the CITY may give CONTRACTORwritten notice of such default. If CONTRACTOR does not curesuch default or provide a plan to cure such default which isacceptable to the CITY within the time permitted by the CITY, thenthe CITY may terminate this Contract due to CONTRACTOR'Sbreach of this Contract.

2. If a federal or state proceeding for relief of debtors is undertaken byor against CONTRACTOR, or if CONTRACTOR makes anassignment for the benefit of creditors, then the CITY mayimmediately terminate this Contract.

3. If CONTRACTOR engages in any dishonest conduct related to theperformance or administration of this Contract or violates the


Appendix A

CITY'S lobbying policies, then the CITY may immediately terminatethis Contract.

4. In the event the CITY terminates this Contract as provided in thissection, the CITY may procure, upon such terms and in suchmanner as the CITY may deem appropriate, services similar inscope and level of effort to those so terminated, andCONTRACTOR shall be liable to the CITY for all of its costs anddamages, including, but not limited, any excess costs for suchservices.

5. All finished or unfinished documents and materials produced orprocured under this Contract, including all intellectual propertyrights thereto, shall become CITY property upon date of suchtermination. CONTRACTOR agrees to execute any documentsnecessary for the CITY to perfect, memorialize, or record theCITY'S ownership of rights provided herein.

6. If, after notice of termination of this Contract under the provisions ofthis section, it is determined for any reason that CONTRACTORwas not in default under the provisions of this section, or that thedefault was excusable under the terms of this Contract, the rightsand obligations of the parties shall be the same as if the notice oftermination had been issued pursuant to PSC-10(A) Termination forConvenience.

7. The rights and remedies of the CITY provided in this section shallnot be exclusive and are in addition to any other rights andremedies provided by law or under this Contract.

PSC-11. INDEPENDENT CONTRACTOR

CONTRACTOR is acting hereunder as an independent contractor and not as an agentor employee of the CITY. CONTRACTOR shall not represent or otherwise hold outitself or any of its directors, officers, partners, employees, or agents to be an agent oremployee of the CITY.

PSC-12. CONTRACTOR'S PERSONNEL

Unless otherwise provided or approved by the CITY, CONTRACTOR shall use its ownemployees to perform the services described in this Contract. The CITY shall have theright to review and approve any personnel who are assigned to work under thisContract. CONTRACTOR agrees to remove personnel from performing work under thisContract if requested to do so by the CITY.

CONTRACTOR shall not use subcontractors to assist in performance of this Contractwithout the prior written approval of the CITY. If the CITY permits the use ofsubcontractors, CONTRACTOR shall remain responsible for performing all aspects of


Appendix A

this Contract. The CITY has the right to approve CONTRACTOR'S subcontractors, andthe CITY reserves the right to request replacement of subcontractors. The CITY doesnot have any obligation to pay CONTRACTOR'S subcontractors, and nothing hereincreates 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, includingthe right to payment; or

B. Delegate, subcontract, or otherwise transfer any of its duties under thisContract.

PSC-14. PERMITS

CONTRACTOR and its directors, officers, partners, agents, employees, andsubcontractors, to the extent allowed hereunder, shall obtain and maintain all licenses,permits, certifications and other documents necessary for CONTRACTOR'Sperformance hereunder and shall pay any fees required therefor. CONTRACTORcertifies to immediately notify the CITY of any suspension, termination, lapses, non-renewals, 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 andmaterials furnished in the performance of this Contract so as to prevent any lien or otherclaim under any provision of law from arising against any CITY property (includingreports, documents, and other tangible or intangible matter produced byCONTRACTOR hereunder), against CONTRACTOR'S rights to payments hereunder,or against the CITY, and shall pay all amounts due under the Unemployment InsuranceAct with respect to such labor.

PSC·16. CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATIONCERTIFICATE REQUIRED

If applicable, CONTRACTOR represents that it has obtained and presently holds theBusiness Tax Registration Certificate(s) required by the CITY'S Business TaxOrdinance, Section 21.00 et seq. of the Los Angeles Municipal Code. For the termcovered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, allsuch Certificates required of it under the Business Tax Ordinance, and shall not allowany 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


Appendix A

requirements prescribed by the CITY. These records shall be retained for a period ofno less than three years following final payment made by the CITY hereunder or theexpiration date of this Contract, whichever occurs last. Said records shall be subject toexamination and audit by authorized CITY personnel or by the CITY'S representative atany time during the term of this Contract or within the three years following finalpayment made by the CITY hereunder or the expiration date of this Contract, whicheveroccurs last. CONTRACTOR shall provide any reports requested by the CITY regardingperformance of this Contract. Any subcontract entered into by CONTRACTOR, to theextent allowed hereunder, shall include a like provision for work to be performed underthis Contract.

PSC·i8. FALSE CLAIMS ACT

CONTRACTOR acknowledges that it is aware of liabilities resulting from submitting afalse 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 requirementsestablished by Charter, ordinance or policy, and shall be filed with the Office of the CityAdministrative Officer, Risk Management for its review and acceptance in accordancewith 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, CONTRACTORundertakes and agrees to defend, indemnify and hold harmless the CITY and any of itsBoards, Officers, Agents, Employees, Assigns, and Successors in Interest from andagainst 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) andcost of litigation (including all actual litigation costs incurred by the CITY, including butnot limited to, costs of experts and consultants), damages or liability of any naturewhatsoever, for death or injury to any person, including CONTRACTOR'S employeesand agents, or damage or destruction of any property of either party hereto or of thirdparties, arising in any manner by reason of the negligent acts, errors, omissions orwillful misconduct incident to the performance of this Contract by CONTRACTOR or itssubcontractors of any tier. Rights and remedies available to the CITY under thisprovision are cumulative of those provided for elsewhere in this Contract and thoseallowed under the laws of the United States, the State of California, and the CITY. Theprovisions 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, andhold harmless the CITY, and any of its Boards, Officers, Agents, Employees, Assigns,


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 inhouse and outside counsel) and cost of litigation (including all actual litigation costsincurred 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 oralleged, direct or contributory, of any intellectual property rights, including, withoutlimitation, patent, copyright, trademark, trade secret, right of publicity and proprietaryinformation right (1) on or in any design, medium, matter, article, process, method,application, equipment, device, instrumentation, software, hardware, or firmware usedby CONTRACTOR, or its subcontractors of any tier, in performing the work under thisContract; or (2) as a result of the CITY'S actual or intended use of any Work Productfurnished by CONTRACTOR, or its subcontractors of any tier, under the Agreement.Rights and remedies available to the CITY under this provision are cumulative of thoseprovided for elsewhere in this Contract and those allowed under the laws of the UnitedStates, the State of California, and the CITY. The provisions of PSC-21 shall surviveexpiration or termination of this Contract.

PSC-22. INTELLECTUAL PROPERTY WARRANTY

CONTRACTOR represents and warrants that its performance of all obligations underthis Contract does not infringe in any way, directly or contributorily, upon any thirdparty'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 byCONTRACTOR or its subcontractors of any tier under this Contract shall be and remainthe exclusive property of the CITY for its use in any manner it deems appropriate. WorkProducts are all works, tangible or not, created under this Contract including, withoutlimitation, 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 andcombinations thereof, and all forms of intellectual property. CONTRACTOR herebyassigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secretand all other intellectual property rights worldwide in any Work Products originated andprepared by CONTRACTOR under this Contract. CONTRACTOR further agrees toexecute any documents necessary for the CITY to perfect, memorialize, or record theCITY'S ownership of rights provided herein.

For all Work Products delivered to the CITY that are not originated or prepared byCONTRACTOR or its subcontractors of any tier under this Contract, CONTRACTORhereby grants a non-exclusive perpetual license to use such Work Products for anyCITY purposes.


Appendix A

CONTRACTOR shall not provide or disclose any Work Product to any third partywithout prior written consent of the CITY.

Any subcontract entered into by CONTRACTOR relating to this Contract, to the extentallowed hereunder, shall include a like provision for work to be performed under thisContract to contractually bind or otherwise oblige its subcontractors performing workunder this Contract such that the CITY'S ownership and license rights of all WorkProducts are preserved and protected as intended herein. Failure of CONTRACTOR tocomply with this requirement or to obtain the compliance of its subcontractors with suchobligations shall subject CONTRACTOR to the imposition of any and all sanctionsallowed by law, including but not limited to termination of CONTRACTOR'S contractwith the CITY.

PSC-24. INSURANCE

During the term of this Contract and without limiting CONTRACTOR'S indemnificationof the CITY, CONTRACTOR shall provide and maintain at its own expense a programof insurance having the coverages and limits customarily carried and actually arrangedby CONTRACTOR, but not less than the amounts and types listed on the RequiredInsurance and Minimum Limits sheet (Form General 146 in Exhibit 1 hereto), coveringits operations hereunder. Such insurance shall conform to CITY requirementsestablished by Charter, ordinance or policy, shall comply with the Insurance ContractualRequirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in a formacceptable to the Office of the City Administrative Officer, Risk Management.CONTRACTOR shall comply with all Insurance Contractual Requirements shown onExhibit 1 hereto. Exhibit 1 is hereby incorporated by reference and made a part of thisContract.

PSC-25. DISCOUNT TERMS

CONTRACTOR agrees to offer the CITY any discount terms that are offered to its bestcustomers for the goods and services to be provided hereunder and apply suchdiscount 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 amanner consistent with professional standards practiced among those firms withinCONTRACTOR'S profession, doing the same or similar work under the same or similarcircumstances.

PSC-27. NON-DISCRIMINATION

Unless otherwise exempt, this Contract is subject to the non-discrimination provisions inSections 10.8 through 10.8.2 of the Los Angeles Administrative Code, as amended fromtime to time. The CONTRACTOR shall comply with the applicable non-discriminationand affirmative action provisions of the laws of the United States of America, the Stateof California, and the CITY. In performing this Contract, CONTRACTOR shall not


Appendix A

discriminate in its employment practices against any employee or applicant foremployment because of such person's race, religion, national origin, ancestry, sex,sexual orientation, age, disability, domestic partner status, marital status or medicalcondition. Any subcontract entered into by CONTRACTOR, to the extent allowedhereunder, 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 complianceof its subcontractors with such obligations shall subject CONTRACTOR to theimposition of any and all sanctions allowed by law, including but not limited totermination of CONTRACTOR'S contract with the CITY.

PSC·28. EQUAL EMPLOYMENT PRACTICES

Unless otherwise exempt, this Contract is subject to the equal employment practicesprovisions in Section 10.8.3 of the Los Angeles Administrative Code, as amended fromtime to time.

A. During the performance of this Contract, CONTRACTOR agrees andrepresents that it will provide equal employment practices andCONTRACTOR and each subcontractor hereunder will ensure that in hisor her employment practices persons are employed and employees aretreated equally and without regard to or because of race, religion,ancestry, national origin, sex, sexual orientation, age, disability, maritalstatus or medical condition.

1. This provision applies to work or service performed or materialsmanufactured or assembled in the United States.

2. Nothing in this section shall require or prohibit the establishment ofnew classifications of employees in any given craft, work or servicecategory.

3. CONTRACTOR agrees to post a copy of Paragraph A hereof inconspicuous places at its place of business available to employeesand applicants for employment.

B. CONTRACTOR will, in all solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifiedapplicants will receive consideration for employment without regard totheir 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 requestof the awarding authority, or the Board of Public Works, Office of ContractCompliance, CONTRACTOR shall certify in the specified format that he orshe has not discriminated in the performance of CITY contracts againstany employee or applicant for employment on the basis or because of


Appendix A

race, religion, national Origin, ancestry, sex, sexual orientation, age,disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to providecertified copies of all of his or her records pertaining to employment and toemployment practices by the awarding authority or the Office of ContractCompliance for the purpose of investigation to ascertain compliance withthe Equal Employment Practices provisions of CITY contracts. On their oreither of their request CONTRACTOR shall provide evidence that he orshe has or will comply therewith.

E. The failure of any CONTRACTOR to comply with the Equal EmploymentPractices provisions of this Contract may be deemed to be a materialbreach of CITY contracts. Such failure shall only be established upon afinding to that effect by the awarding authority, on the basis of its owninvestigation or that of the Board of Public Works, Office of ContractCompliance. No such finding shall be made or penalties assessed exceptupon a full and fair hearing after notice and an opportunity to be heard hasbeen given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has failed to comply withthe Equal Employment Practices provisions of a CITY contract, thecontract may be forthwith canceled, terminated or suspended, in whole orin part, by the awarding authority, and all monies due or to become duehereunder may be forwarded to and retained by the CITY. In additionthereto, such failure to comply may be the basis for a determination by theawarding authority or the Board of Public Works that the CONTRACTORis an irresponsible bidder or proposer pursuant to the provisions of Section371 of the Charter of the City of Los Angeles. In the event of such adetermination, CONTRACTOR shall be disqualified from being awarded acontract with the CITY for a period of two years, or until CONTRACTORshall establish and carry out a program in conformance with the provisionshereof.

G. Notwithstanding any other provision of this Contract, the CITY shall haveany 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 asto 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 anindividual bid or proposal is submitted, CONTRACTOR shall agree toadhere to the Equal Employment Practices specified herein during theperformance or conduct of CITY Contracts.


Appendix A

K. Equal Employment Practices shall, without limitation as to the subject ornature of employment activity, be concemed with such employmentpractices as:

1. Hiring practices;

2. Apprenticeships where such approved programs are functioning,and other on-the-job training for non-apprenticeable occupations;

3. Training and promotional opportunities; and

4. Reasonable accommodations for persons with disabilities.

L. Any subcontract entered into by CONTRACTOR, to the extent allowedhereunder, shall include a like provision for work to be performed underthis Contract. Failure of CONTRACTOR to comply with this requirementor to obtain the compliance of its subcontractors with all such obligationsshall subject CONTRACTOR to the imposition of any and all sanctionsallowed by law, inCluding but not limited to termination of theCONTRACTOR'S Contract with the CITY.

PSC-29. AFFIRMATIVE ACTION PROGRAM

Unless otherwise exempt, this Contract is subject to the affirmative action programprovisions in Section 10.8.4 of the Los Angeles Administrative Code, as amended fromtime to time.

A. During the performance of a CITY contract, CONTRACTOR certifies andrepresents that CONTRACTOR and each subcontractor hereunder willadhere to an affimnative action program to ensure that in its employmentpractices, persons are employed and employees are treated equally andwithout 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 materialsmanufactured or assembled in the United States.

2. Nothing in this section shall require or prohibit the establishment ofnew Classifications of employees in any given craft, work or servicecategory.

3. CONTRACTOR shall post a copy of Paragraph A hereof inconspicuous places at its place of business available to employeesand applicants for employment.

B. CONTRACTOR will, in all solicitations or advertisements for employeesplaced by or on behalf of CONTRACTOR, state that all qualifiedapplicants will receive consideration for employment without regard to


Appendix A

their race, religion, ancestry, national origin, sex, sexual orientation, age,disability, marital status or medical condition.

C. As part of the CITY'S supplier registration process. and/or at the requestof the awarding authority or the Office of Contract Compliance,CONTRACTOR shall certify on an electronic or hard copy form to besupplied, that CONTRACTOR has not discriminated in the performance ofCITY contracts against any employee or applicant for employment on thebasis or because of race, religion, ancestry, national origin, sex. sexualorientation, age, disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to providecertified copies of all of its records pertaining to employment and to itsemployment practices by the awarding authority or the Office of ContractCompliance, for the purpose of investigation to ascertain compliance withthe Affirmative Action Program provisions of CITY contracts, and on theiror either of their request to provide evidence that it has or will complytherewith.

E. The failure of any CONTRACTOR to comply with the Affirmative ActionProgram provisions of CITY contracts may be deemed to be a materialbreach of contract. Such failure shall only be established upon a finding tothat effect by the awarding authority, on the basis of its own investigationor that of the Board of Public Works, Office of Contract Compliance. Nosuch finding shall be made except upon a full and fair hearing after noticeand an opportunity to be heard has been given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has breached theAffirmative Action Program provisions of a CITY contract, the contract maybe forthwith cancelled. terminated or suspended. in whole or in part, bythe awarding authority, and all monies due or to become due hereundermay be forwarded to and retained by the CITY. In addition thereto, suchbreach may be the basis for a determination by the awarding authority orthe Board of Public Works that the said CONTRACTOR is anirresponsible bidder or proposer pursuant to the provisions of Section 371of the Los Angeles City Charter. In the event of such determination. suchCONTRACTOR shall be disqualified from being awarded a contract withthe CITY for a period of two years, or until he or she shall establish andcarry out a program in conformance with the provisions hereof.

G. In the event of a finding by the Fair Employment and Housing Commissionof the State of California, or the Board of Public Works of the City of LosAngeles, or any court of competent jurisdiction. that CONTRACTOR hasbeen guilty of a willful violation of the California Fair Employment andHousing Act, or the Affirmative Action Program provisions of a CITYcontract, there may be deducted from the amount payable toCONTRACTOR by the CITY under the contract, a penalty of ten dollars


Appendix A

($10.00) for each person for each calendar day on which such person wasdiscriminated against in violation of the provisions of a CITY contract.

H. Notwithstanding any other provisions of a CITY contract, the CITY shallhave any and all other remedies at law or in equity for any breach hereof.

I. Intentionally blank.

J. Nothing contained in CITY contracts shall be construed in any manner so.as to require or permit any act which is prohibited by law.

K. CONTRACTOR shall submit an Affirmative Action Plan which shall meetthe requirements of this chapter at the time it submits its bid or proposal orat the time it registers to do business with the CITY. The plan shall besubject to approval by the Office of Contract Compliance prior to award ofthe contract. The awarding authority may also require contractors andsuppliers to take part in a pre-registration, pre-bid, pre-proposal, or pre-award conference in order to develop, improve or implement a qualifyingAffirmative Action Plan. Affirmative Action Programs developed pursuantto this section shall be effective for a period of twelve months from thedate of approval by the Office of Contract Compliance. In case of priorsubmission of a plan, CONTRACTOR may submit documentation that ithas an Affirmative Action Plan approved by the Office of ContractCompliance within the previous twelve months. If the approval is 30 daysor less from expiration, CONTRACTOR must submit a new Plan to theOffice of Contract Compliance and that Plan must be approved before thecontract is awarded.

1. Every contract of $5,000 or more which may provide construction,demolition, renovation, conservation or major maintenance of anykind shall in addition comply with the requirements of Section 10.13of the Los Angeles Administrative Code.

2. CONTRACTOR may establish and adopt as its own AffirmativeAction Plan, by affixing his or her signature thereto, an AffirmativeAction Plan prepared and fumished by the Office of ContractCompliance, or it may prepare and submit its own Plan forapproval.

L. The Office of Contract Compliance shall annually supply the awardingauthorities of the CITY with a list of contractors and suppliers who havedeveloped Affirmative Action Programs. For each contractor and supplierthe Office of Contract Compliance shall state the date the approvalexpires. The Office of Contract Compliance shall not withdraw its approvalfor any Affirmative Action Plan or change the Affirmative Action Plan afterthe date of contract award for the entire contract term without the mutualagreement of the awarding authority and CONTRACTOR.


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M. The Affirmative Action Plan required to be submitted hereunder and thepre-registration, pre-bid, pre-proposal or pre-award conference which maybe required by the Board of Public Works, Office of Contract Complianceor the awarding authority shall, without limitation as to the subject ornature of employment activity, be concerned with such employmentpractices as:

1. Apprenticeship where approved programs are functioning, andother 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 ofall racial and ethnic groups, provided, however, that any contractsubject to this ordinance shall require the contractor, subcontractoror supplier to provide not less than the prevailing wage, workingconditions and practices generally observed in private industries inthe contractor's, subcontractor's or supplier's geographical area forsuch work;

6. The entry of qualified women, minority and all other journeymeninto the industry; and

7. The provision of needed supplies or job conditions to permitpersons with disabilities to be employed, and minimize the impactof any disability.

N. Any adjustments which may be made in the contractor's or supplier'sworkforce to achieve the requirements of the CITY'S Affirmative ActionContract Compliance Program in purchasing and construction shall beaccomplished by either an increase in the size of the workforce orreplacement of those employees who leave the workforce by reason ofresignation, retirement or death and not by termination, layoff, demotion orchange in grade.

O. Affirmative Action Agreements resulting from the proposed AffirmativeAction Plan or the pre-registration, pre-bid, pre-proposal or pre-awardconferences shall not be confidential and may be publicized by thecontractor at his or her discretion. Approved Affirmative ActionAgreements become the property of the CITY and may be used at thediscretion of the CITY in its Contract Compliance Affirmative ActionProgram.

P. Intentionally blank.


Appendix A

Q. All contractors subject to the provisions of this section shall include a likeprovision in all subcontracts awarded for work to be performed under thecontract with the CITY and shall impose the same obligations, includingbut not limited to filing and reporting obligations, on the subcontractors asare applicable to the contractor. Failure of the contractor to comply withthis requirement or to obtain the compliance of its subcontractors with allsuch obligations shall subject the contractor to the imposition of any andall sanctions allowed by law, including but not limited to termination of thecontractor's contract with the CITY.

PSC-30. CHILD SUPPORT ASSIGNMENT ORDERS

This Contract is subject to the Child Support Assignment Orders Ordinance, Section10.10 of the Los Angeles Administrative Code, as amended from time to time. Pursuantto the Child Support Assignment Orders Ordinance, CONTRACTOR will fully complywith all applicable State and Federal employment reporting requirements forCONTRACTOR'S employees. CONTRACTOR shall also certify (1) that the PrincipalOwner(s) of CONTRACTOR are in compliance with any Wage and EarningsAssignment Orders and Notices of Assignment applicable to them personally; (2) thatCONTRACTOR will fully comply with all lawfully served Wage and EamingsAssignment Orders and Notices of Assignment in accordance with Section 5230, et seq.of the California Family Code; and (3) that CONTRACTOR will maintain suchcompliance throughout the term of this Contract.

Pursuant to Section 10.1O(b) of the Los Angeles Administrative Code, the failure ofCONTRACTOR to comply with all applicable reporting requirements or to implementlawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or thefailure of any Principal Owner(s) of CONTRACTOR to comply with any Wage andEarnings Assignment Orders or Notices of Assignment applicable to them personally,shall constitute a default by the CONTRACTOR under this Contract, subjecting thisContract to termination if such default shall continue for more than ninety (90) days afternotice of such default to CONTRACTOR by the CITY.

Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shallinclude a like provision for work to be performed under this Contract. Failure ofCONTRACTOR to obtain compliance of its subcontractors shall constitute a default byCONTRACTOR under this Contract, subjecting this Contract to termination where suchdefault shall continue for more than ninety (90) days after notice of such default toCONTRACTOR by the CITY.

CONTRACTOR certifies that, to the best of its knowledge, it is fully complying with theEarnings Assignment Orders of all employees, and is providing the names of all newemployees to the New Hire Registry maintained by the Employment DevelopmentDepartment as set forth in Section 7110(b) of the California Public Contract Code.


Appendix A

PSC-31. LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKERRETENTION ORDINANCE

A. Unless otherwise exempt, this Contract is subject to the applicableprovisions of the Living Wage Ordinance (LWO), Section 10.37 et seq. ofthe Los Angeles Administrative Code, as amended from time to time, andthe Service Contractor Worker Retention Ordinance (SCWRO), Section10.36 et seq., of the Los Angeles Administrative Code, as amended fromtime to time. These Ordinances require the following:

1. CONTRACTOR assures payment of a minimum initial wage rate toemployees as defined in the LWO and as may be adjusted eachJuly 1 and provision of compensated and uncompensated days offand health benefits, as defined in the LWO.

2. CONTRACTOR further pledges that it will comply with federal lawproscribing retaliation for union organizing and will not retaliate foractivities related to the LWO. CONTRACTOR shall require each ofits subcontractors within the meaning of the LWO to pledge tocomply with the terms of federal law proscribing retaliation for unionorganizing. CONTRACTOR shall deliver the executed pledgesfrom each such subcontractor to the CITY within ninety (90) days ofthe execution of the subcontract. CONTRACTOR'S delivery ofexecuted pledges from each such subcontractor shall fullydischarge the obligation of CONTRACTOR with respect to suchpledges and fully discharge the obligation of CONTRACTOR tocomply with the provision in the LWO contained in Section10.37.6(c) concerning compliance with such federal law.

3. CONTRACTOR, whether an employer, as defined in the LWO, orany other person employing individuals, shall not discharge, reducein compensation, or otherwise discriminate against any employeefor complaining to the CITY with regard to the employer'scompliance or anticipated compliance with the LWO, for opposingany practice proscribed by the LWO, for participating inproceedings related to the LWO, for seeking to enforce his or herrights under the LWO by any lawful means, or otherwise assertingrights under the LWO. CONTRACTOR shall post the Notice ofProhibition Against Retaliation provided by the CITY.

4. Any subcontract entered into by CONTRACTOR relating to thisContract, to the extent allowed hereunder, shall be subject to theprovisions of PSC-31 and shall incorporate the provisions of theLWO and the SCWRO.


Appendix A

5. CONTRACTOR shall comply with all rules, regulations and policiespromulgated by the CITY'S Designated Administrative Agencywhich may be amended from time to time.

B. Under the provisions of Sections 10.36.3(c) and 10.37.6(c) of the LosAngeles Administrative Code, the CITY shall have the authority, underappropriate circumstances, to terminate this Contract and otherwisepursue legal remedies that may be available if the CITY determines thatthe subject CONTRACTOR has violated provisions of either the LWO orthe SCWRO, or both.

C. Where under the LWO Section 10.37.6(d), the CITY'S DesignatedAdministrative Agency has determined (a) that CONTRACTOR is inviolation 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 suchcircumstances may impound monies otherwise due CONTRACTOR inaccordance with the following procedures. Impoundment shall mean thatfrom monies due CONTRACTOR, CITY may deduct the amountdetermined to be due and owing by CONTRACTOR to its employees.Such monies shall be placed in the holding account referred to in LWOSection 10.37.6(d)(3) and disposed of under procedures described thereinthrough final and binding arbitration. Whether CONTRACTOR is tocontinue work following an impoundment shall remain in the solediscretion of the CITY. CONTRACTOR may not elect to discontinue workeither because there has been an impoundment or because of theultimate 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 IncomeCredit (EIC). CONTRACTOR shall also make available to employees theforms informing them about the EIC and forms required to secure advanceEIC payments from CONTRACTOR.

PSC-32. AMERICANS WITH DISABILITIES ACT

CONTRACTOR hereby certifies that it will comply with the Americans with DisabilitiesAct, 42 U.S.C. §§ 12101 et seq., and its implementing regulations. CONTRACTOR willprovide reasonable accommodations to allow qualified individuals with disabilities tohave access to and to participate in its programs, services and activities in accordancewith the provisions of the Americans with Disabilities Act. CONTRACTOR will notdiscriminate against persons with disabilities nor against persons due to theirrelationship to or association with a person with a disability. Any subcontract enteredinto by CONTRACTOR, relating to this Contract, to the extent allowed hereunder, shallbe subject to the provisions of this paragraph.


Appendix A

PSC-33. CONTRACTOR RESPONSIBILITY ORDINANCE

Unless otherwise exempt, this Contract is subject to the provisions of the ContractorResponsibility Ordinance, Section 10.40 et seq., of the Los Angeles AdministrativeCode, as amended from time to time, which requires CONTRACTOR to update itsresponses to the responsibility questionnaire within thirty calendar days after anychange to the responses previously provided if such change would affectCONTRACTOR'S fitness and ability to continue performing this Contract.

In accordance with the provisions of the Contractor Responsibility Ordinance, by Signingthis Contract, CONTRACTOR pledges, under penalty of perjury, to comply with aliapplicable federal, state and local laws in the performance of this Contract, including butnot limited to, laws regarding health and safety, labor and employment, wages andhours, and licensing laws which affect employees. CONTRACTOR further agrees to:(1) notify the CITY within thirty calendar days after receiving notification that anygovernment agency has initiated an investigation which may result in a finding thatCONTRACTOR is not in compliance with ali applicable federal, state and local laws inperformance of this Contract; (2) notify the CITY within thirty calendar days of alifindings by a government agency or court of competent jurisdiction that CONTRACTORhas violated the provisions of Section 10.40.3(a) of the Contractor ResponsibilityOrdinance; (3) unless exempt, ensure that its subcontractor(s), as defined in theContractor Responsibility Ordinance, submit a Pledge of Compliance to the CITY; and(4) unless exempt, ensure that its subcontractor(s), as defined in the ContractorResponsibility Ordinance, comply with the requirements of the Pledge of Complianceand the requirement to notify the CITY within thirty calendar days after any governmentagency or court of competent jurisdiction has initiated an investigation or has found thatthe subcontractor has violated Section 10.40.3(a) of the Contractor ResponsibilityOrdinance in performance of the subcontract.

PSC-34. MINORITY, WOMEN. AND OTHER BUSINESS ENTERPRISE OUTREACHPROGRAM

CONTRACTOR agrees and obligates itself to utilize the services of Minority, Womenand 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 regardingthe Outreach Program for Personal Services Contracts Greater than $100,000, ifapplicable. CONTRACTOR shall not change any of these designated subcontractors,nor shall CONTRACTOR reduce their level of effort, without prior written approval of theCITY, 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 BenefitsOrdinance (EBO), Section 10.8.2.1 of the Los Angeles Administrative Code, asamended from time to time.


Appendix A

A. During the performance of the Contract, CONTRACTOR certifies andrepresents that CONTRACTOR will comply with the EBO.

B. The failure of CONTRACTOR to comply with the EBO will be deemed tobe 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 dueor to become due under this Contract may be retained by the CITY. TheCITY may also pursue any and all other remedies at law or in equity forany breach.

D. Failure to comply with the EBO may be used as evidence againstCONTRACTOR in actions taken pursuant to the provisions of Los AngelesAdministrative Code Section 10.40 et seq., Contractor ResponsibilityOrdinance.

E. If the CITY'S Designated Administrative Agency determines that aCONTRACTOR has set up or used its contracting entity for the purpose ofevading the intent of the EBO, the CITY may terminate the Contract.Violation of this provision may be used as evidence againstCONTRACTOR in actions taken pursuant to the provisions of Los AngelesAdministrative Code Section 10.40 et seq., Contractor ResponsibilityOrdinance.

CONTRACTOR shall post the following statement in conspicuous places at its place ofbusiness 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 withspouses and its employees with domestic partners. Additionalinformation about the City of Los Angeles' Equal BenefitsOrdinance 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 theSlavery Disclosure Ordinance. Failure to fully and accurately complete the affidavit mayresult in termination of this Contract.


Appendix AForm Gen. 133 (Rev. 3/09)

EXHIBIT 1

INSURANCE CONTRACTUAL REQUIREMENTS

CONTACT For additional information about compliance with City Insurance and Bondrequirements, 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 AssistanceProgram is available for those contractors who are unable to obtain the City-requiredperformance bonds. A City approved insurance program may be available as a low costalternative 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 AdditionalInsured in applicable liability policies to cover the CITY'S liability arising out of the acts oromissions of the named insured. The CITY is to be named as an Additional Named Insured anda Loss Payee As Its Interests May Appear in property insurance in which the CITY has aninterest, e.g., as a lien holder.

2. Notice of Cancellation. All required insurance will be maintained in full force for theduration of its business with the CITY. By ordinance, all required insurance must provide atleast thirty (30) days' prior written notice (ten (10) days for non-payment of premium) directly tothe CITY if your insurance company elects to cancel or materially reduce coverage or limits priorto the policy expiration date, for any reason except impairment of an aggregate limit due to priorclaims.

3. Primary Coverage. CONTRACTOR will provide coverage that is primary withrespect to any insurance or self-insurance of the CITY. The CITY'S program shall be excess ofthis insurance and non-contributing.

4. Modification of Coverage. The CITY reserves the right at any time during the termof this Contract to change the amounts and types of insurance required hereunder by givingCONTRACTOR ninety (90) days' advance written notice of such change. If such change shouldresult in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additionalcompensation proportional to the increased benefit to the CITY.

5. Failure to Procure Insurance. All required insurance must be submitted andapproved by the Office of the City Administrative Officer, Risk Management prior to theinception of any operations by CONTRACTOR.

CONTRACTOR'S failure to procure or maintain required insurance or a self-insurance programduring the entire term of this Contract shall constitute a material breach of this Contract underwhich the CITY may immediately suspend or terminate this Contract or, at its discretion, procureor renew such insurance to protect the CITY'S interests and pay any and all premiums inconnection therewith and recover all monies so paid from CONTRACTOR.

6. Workers' Compensation. By signing this Contract, CONTRACTOR hereby certifiesthat it is aware of the provisions of Section 3700 et seq., of the California Labor Code whichrequire every employer to be insured against liability for Workers' Compensation or to undertake



self-insurance in accordance with the provisions of that Code, and that it will comply with suchprovisions 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 dobusiness in Califomia or written through a California-licensed surplus lines broker or through aninsurer otherwise acceptable to the CITY. Non-admitted coverage must contain a Service ofSuit clause in which the underwriters agree to submit as necessary to the jurisdiction of aCalifornia court in the event of a coverage dispute. Service of process for this purpose must beallowed upon an agent in California designated by the insurer or upon the California InsuranceComrnissioner.

8. Aggregate Limitsllmpairment. If any of the required insurance coverages containannual aggregate limits, CONTRACTOR must give the CITY written notice of any pendingclaim or lawsuit which will materially diminish the aggregate within thirty (30) days of knowledgeof same. You must take appropriate steps to restore the impaired aggregates or providereplacernent insurance protection within thirty (30) days of knowledge of same. The CITY hasthe 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 areallowed without the CITY'S prior written consent.

9. Commencement of Work. For purposes of insurance coverage only, this Contractwill be deemed to have been executed immediately upon any party hereto taking any steps thatcan be considered to be in furtherance of or towards performance of this Contract. Therequirements 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 conflictswith or impairs the provisions of this Section.



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 tooccupancy/start of operations. Amounts shown are Combined Single Limits ("CSLs"). For Automobile Liability, splitlimits may be substituted for a CSL if the total per occurrence equals or exceeds the CSL amount.

___ Workers' Compensation - Workers' Compensation (WC) and Employer's Liability (EL) WC StatutoryEL

o Waiver of Subrogation in favor of City o Longshore & Harbor Workers

o Jones Act

___ General Liability _

o Products/Completed Operations

o Fire Legal Liability _0 __o Sexual Misconduct __

___ Automobile Liability (for any and all vehicles used for this Contract, other than commuting to/from work)

___ Professional Liability (Errors and Omissions)

___ Property Insurance (to cover replacement cost of building - as determined by insurance company)

o All Risk Coverage

o Flood __

o Earthquake ------------

o Boiler and Machinery

o Builder's Risk0 _

___ Pollution Liability

0 ___

___ Surety Bonds - Performance and Payment (Labor and Materials) BondsCrime Insurance

100 % of Contract Price

Other:


QUia"APPENDIX B

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 andbetween Client and Acquia (the "Master Agreement"). Any terms used herein but not defined shall have the meaningascribed 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 WebContent Management System (Stellent) as a platform for online access to City information, events, and online servicesamong 25 City websites, including Lacity.org and Lacityview.org, as well as sites for elected officials and somedepartments. It helps facilitate a better interconnection among the websites for resource and data sharing that includessocial media, audio, and video. However, the Stellent system now has limited functionality compared to newer webcontent management systems, can only be used with Internet Explorer & (obsolete as of April 2014), and is installedon the City's server infrastructure that does not have the scalability and staffing support needed to maintain business-critical websites.

To complete this critical and time-sensitive system replacement project, and in furtherance of the Municipal AccessPolicy Board's LA Cityview 35 Strategic Plan (Council File 10-1826), the City has selected the Drupal contentmanagement software to replace stellent. An enterprise approach to implementing Drupal would allow the City tocentrally manage and host 25 or more websites, and help satisfy proposed LA Cityview 35 strategic planrecommendations 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 andladoUacity.org) with current site functionality, while educating and training the Client's staff in a manner that will enablethem to develop and implement the remaining Client websites. To best support these objectives, Acquia will leveragethe most efficient combination of workshops, fixed delivery, and consulting services that meet delivery and enablementgoals.

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 experiencesspecific 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 inworkshop sessions to further define the specific architecture for the fixed delivery Acquia Cloud Site Factorybuild for lacity.org, lacityview.org and ladoUacity.org (the "Sites"). The scope of this Architecture Workshopwill focus on three (3) major areas: requirements review, component architecture and high-level design, andcontent-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 thescope of the Sites. The parties will elaborate high-level requirements for the system including theoverall capabilities of the web system and integrations with any external systems that the websystem will integrate with.

1.1.3. Component architecture and high level design. The Acquia Technical Consultant will leadcomponent architecture and high-level design sessions with the Client to identify the majorcomponents of the new system and identify how the system capabilities will break down in toDrupal 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 thecapabilities mapped to Drupal modules, Acquia will work with Client to select availableDrupal core and contributed modules that provide the basis for any features of the Sitesthat can be implemented using existing capabilities. The module selection effort will

Last Updated 4f11/2014

include a gap analysis to determine how modules will need to be adapted to provide thespecific requirements of the new system.

The component architecture will also define the integration points with any externalsystems and define the approach for integration including the message format andprotocol for the integration. Note that for the fixed delivery component of this SOW, allintegrations not defined in Exhibit E Integration Assumptions will be done via IFRAME orlinks to external resources.

1.1.4. Content architecture. The core of any Drupal site is the definition of content types and theircategorization. The content architecture includes defining the content types, views required forthe content types, taxonomies for categorizing content, and workflows for publishing eachcontent type. Acquia will facilitate the development of the content architecture with subjectmatter 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 recommendedarchitecture and high-level design aspects for the Sites. The document will include sections describingeach of the major areas covered in the Architecture Workshop.

1.2. Site Factory JumpStart Workshop: An Acquia Technical Consultant will provide instruction and hands-onmentoring 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 weekfor two (2) weeks.

1.2.3 Deliverables:. Acquia will provide to Client, a two (2) page minimum high-level summary that outlinestopics covered during the Site Factory JumpStart Workshop and links to information referenced duringthe Site Factory JumpStart Workshops applicable. No other formal deliverables are included in the SiteFactory 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 tocustomize the look and feel of the Acquia Site Factory sites (the "Theme"). Acquia will utilize a base themeduring 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 wascovered during the Site Factory Theming Workshop and links to other information referenced duringthe Site Factory Theming Workshop as applicable. No other formal deliverables are included in thisSite 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. Thefollowing Services are included under a fixed delivery, fixed fee model:

Last Updated 4/11/2014 2

2.1.1. Agile site building, development and theming of The Sites to Drupal. This estimate assumes thatAcquia Cloud Site Factory and contributed modules will be leveraged for implementation. The followingsprint allocation outlines the schedule and goals for the in-scope activities.

Kickoff & Discovery Confirm approach and processes.Additional discovery on systems integration requirements.Additional discovery on content/data migration requirements.

Sprint 0 Development environment set up(Platform) Stage and Production environments set up on Acquia Cloud Site Factory

Site Source Structure and Build toolsAutomated testing setupMaooina of content sources for feeds and miaration

Sprint 1 Building content types and taxonomy(Platform) Configuring Panels and Panelizer for content types and landing pages

Set up structure for primary navigation and required menusResponsive base themeWYSIWYG configurationSEO/meta tags configurationMedia library configurationSystems integration specificationsInitial content miaration and feeds setuo

Sprint 2 Building shared page components (sliders, listing blocks, other features)(Site Building) Sub theme creation for LA City

Sub theme creation for LA ViewSub theme creation for LA DOTSystem integrationResponsive Theme

Sprint 3 Building calendar and event listing pages(Site Building) Configuring search functionality with Acquia Search

Theming for shared page components, site customizationsCross-browser/device testing of subthemes

Sprint 4 Back end feature wrap-up(Advanced Features) Theming for calendar and search

Feeds and embed support for sites

Sprint 5 Feeds and embed support for sites(Advanced Features) Theming for feeds and embeds

UAT/QA Review site functionality and advanced featuresConfirm content structures and migrated content

2.1.2. Quality Assurance Planning & Testing: Acquia will develop test charters during each sprint toaddress the features developed in that sprint. Those charters will be used to guide work performed andconfirm quality at the end of the sprint. The test charters are the documentation and high-level orientingfor the test cases of how the system is supposed to work. They are used to orient the way in which thesystem is tested by end users. The aim is to provide a test charter that covers the human centrictesting steps covered in each sprint. All issues reported will be tracked and prioritized using JIRA, aticketing and bug tracking software. During the implementation, Acquia will implement automated testsfor 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 experiencefor the following browsers at the time of launch. Note that should the Client make any changes to theSites, retesting for browsers will need to be completed at the theming layer and is not included in thescope of this SOW.

2.1.3.1. Internet Explorer - version 9 and newer2.1.3.2. Firefox - version 24 and newer2.1.3.3. Chrome - version 30 and newer2.1.3.4. Safari - version 6 and newer

2.1.4. Administrative User Browser Support: This estimate assumes that content administrators will usethe most recent version of Chrome, Firefox or IE to access administrative features through the AcquiaCloud 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 providinga list of modules in Exhibit C In-Scope Modules that are considered in-scope. Should the Client requestany additional features or functionality that cannot be supported through contributed modules, Acquiawill provide an alternate recommendation or an estimate which may include additional costs associatedwith development of the feature.

2.1.6. Integrations: This estimate assumes that the current integrations linking to or referencing off-siteresources 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 externalsites. 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 dataoutlined in Exhibit D LA City Migration Information. Client will provide Acquia with the following contentmigration 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 maintainingthe 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, workupcoming, 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 willbe based on the approved test charters for the project build. Any items not included in the functionaltest plans are not considered in-scope for the project and would require a change order and additionalfunding. All issues or bugs will be tracked using JIRA. To review UAT, Acquia will conduct a two (2) dayUAT session where all requirements are reviewed collaboratively with the Client. This session may beremote or on-site.

2.1.10. Load Testing: Acquia will conduct cloud-based load testing on lacity.org to include the followingscope. Additional sites, tests or requirements are not included in this estimate. The following scope issufficient to test the load and performance of site traffic expectations outlined in Exhibit F Site TrafficRequirements.

2.1.10.1.2.1.10.2.2.1.10.3.

Up to 20,000 concurrent usersUp to 15 hours oftest development and up to 4 hours oftest executionNot 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 above2.3.2. Launch of the Sites in Drupal on Acquia Cloud Site Factory.2.3.3. Weekly progress report and status call2.3.4. 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) totalresources. Any other travel required may result in additional costs to the Client.

3. Consulting Services:

3.1. Scope: To ensure seamless delivery and support for areas that the Client may require additional support,Acquia will provide the following consulting services on a fixed fee basis.

3.1.1. Ongoing Engagement Management: Acquia will provide ongoing Engagement Management for theduration of the Project. Responsibilities include, but are not limited to, coordinating Acquia activitiesand resources, advising the Client on project scheduling (including workshop preparation), coordinatingwork that requires handoffs between the Client and Acquia, assisting with issue identification andresolution, and reporting on project status. In Scope Activities:

3.1.1.1.1. Participation in up to two (2) weekly team calls, not to exceed 1 hour each

3.1.1.1.2. Weekly status call with Client stakeholders not to exceed 1 hour each

3.1.1.1.3. Weekly status report creation and delivery

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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 initialthree (3) sites. This support can be provided on an hourly or fixed basis and will be subject to a separate SOW orchange 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 (10months 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/phasedactivity. This schedule is subject to change by mutual agreement between the Client and Acquia. Exhibit A SampleSchedule 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 Serviceswill be addressed. Client agrees to respond to requests from Acquia for approvals, decisions or other actions inconnection with the performance of Acquia's obligations under this SOW within a reasonable period of time. Thefollowing table lists the designated project leaders from Acquia and Client

~-------------------------------------------,,----------------------

Client

Professional Services ContactJessica Richmond, Sf. [email protected]

Acquia

---------.----.-----.---------+-----------1Program Manager - Betty [email protected]

Project Manager - Madeline [email protected]

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-dayextension to complete the Services. Further, if any material issues arise during the performance of theServices that were not expressly contemplated by the parties and delays Acquia's ability to complete theServices in the time frame outlined above, the parties agree to promptly meet in good faith and makereasonable adjustments, as appropriate, to the timeframe and costs for completing the Services. Delayscaused 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 tocomplete UAT in a timely manner per the project schedule. Any delays caused by Client review during thedesignated 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 nofeedback 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 ongoingdevelopment and maintenance activities. Acquia assumes those requirements and costs will be coveredunder a separate statement of work (SOW).

7.5. Acquia has quoted ongoing engagement management consulting services on a part time basis. Shouldadditional services or scope outside of that outlined in this proposal be required, or should the projecttimeline 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 delaysdue to such third party.

7.7. All work may be completed remotely unless otherwise specified in this SOW. Client availability for daily stand-


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 internetaccess.

7.S. Travel costs are covered within the listed project fees, based on travel assumptions identified for each projectactivity (i.e., On-site, Remote). In-scope on-site meetings have been outlined in the scope section of thisSOw. Any additional meetings, in-person training, or on-site request will require a revised estimate andadditional costs to Client.

7.9. Client will provide Acquia with access to all systems required by Acquia to perform the Services. Acquiaagrees to comply with Client's reasonable written security procedures provided to Acquia prior to theprovision of the Services.

7.10. The Services will commence following the execution of this SOW and with four (4) weeks lead time (or asotherwise mutually agreed by the parties). Client understands that should this SOW not being agreed andsigned off in a timely manner that there is an increased risk that the expected schedule of work is subject todelay.

7.11. Acquia will manage the schedule for the tasks related to this SOw. Outside of those tasks, Client is expectedto manage development schedules.

7.12. Client has purchased a subscription to Acquia Site Factory under a separate cover, or has otherwiseprovisioned use of Acquia Cloud Site Factory

7.13. Acquia recommends that Client utilize a content delivery network ("CDN") for all high traffic or high profilesites. A CDN is not included in this estimate, but upon request from Client, Acquia shall, in conjunction withone 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 needsof 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 designatedprofessional services contact within two (2) business days of the concern. Acquia will work collaborativelywith 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 toperform 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. Forpurposes of this SOW, "basic working knowledge" is defined as understanding of a contentmanagement system (CMS) and front-end coding experience and/or other web developmentexperience. Client acknowledges that the more familiar Client is with Drupal, the more that can beaccomplished in workshops and sprints.

7.16. Fixed Delivery Services Assumptions

7.16.1. Client will provide any applicable documentation of existing requirements, designs, and constraintsthat may be required by Acquia to complete the scope of the Fixed Delivery Services, at the start of theProject. Should any requirements alter the in-scope requirements for this Project, Acquia will providealternate 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 purchaserequired software tools which may include, but are not limited to: JIRA, QA testing tools, and otherresources required for implementation.

7.16.3. Site migration assumptions: The migration components of this estimate were based on informationprovided by the Client as outlined in Exhibit D LA City Migration Information. Should any details orrequirements 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, andthat no designs or comprehensives will be provided to us; rather, our theming work willreflect as close as reasonably possible the Information Architecture (IA) and designs onthe existing sites.

7.16.3.2. This estimate assumes that the current integration implementation linking to orreferencing off-site resources will be maintained during this implementation. Acquia willleverage iframe inclusions (e.g., iframe to embed lacity.granicus.com video lists) andsimple href links that navigate the user to external sites. This estimate assumes that the


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 artifactsprior 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 provideAcquia with documentation that outlines the mapping .of content to be migrated from thecurrent platform to the defined Drupal content types.

7.16.3.4. This estimate assumes Client will require approximately 3-5 roles (or permissionschemes) for site administrators.

7.16.3.5. This estimate assumes that all Client Site feeds can be supported via a periodicpull (hourly to daily). Additionally, this estimate assumes that we will have access to therelevant Client technical support teams and documentation for the feed schema and fieldvalues.

7.16.3.6. For the ContacUacity.org contact form and other third party integrations, thisestimate assumes that Acquia will have access to the relevant technical staff (e.g., toensure proper connectivity to lacity.contact.cfm) and documentation. This estimate doesnot 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 unlessotherwise specifically noted in Exhibit E Integration Assumptions.

7.16.3.7. This estimate assumes that the existing, live LA City, LA CityVlew, and LA DOTsites as publicly available on 1/10/2014 represent the functionality and design to guidethe rebuild with Drupal. This estimate assumes the core benefits of Drupal and AcquiaCloud Site Factory and that both parties will be flexible to leverage Drupal benefits anddeviate from the current state when mutually agreeable. If adjustments to the design aremade, Acquia will review adjustments with Client to determine if a Change Request isrequired.

7.16.3.8. This estimate assumes end-user support for modern web browsers (i.e., InternetExplorer - version 9 and newer; Firefox - version 24 and newer; Chrome version 30 andnewer; Safari - version 6 and newer).

7.16.3.9. This estimate assumes that site content administrators will use the most recentversions of Chrome, Firefox or IE.

7.16.3.10. This estimate assumes that JIRA will be the single issue tracking tool used to trackall technical work, updates, bugs or requests.

7.16.3.11. This estimate assumes the City will provide Section 508 testing and providefeedback 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 monitoringfor Client's specific use case has not been sized or included in this estimate. Acquia willprovide 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 $811,689.00USD (Eight Hundred Eleven Thousand Six Hundred and Eighty Nine United States dollars). Any additionalfees 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 ThousandUnited States dollars), to be invoiced as follows:

Architecture Workshop Upon completion of workshop $16,500.00

Site Factory JumpStart Workshop Upon completion of workshop $33,000.00

Site Factory Theming JumpStart Workshop Upon completion of workshop $16,500.00

Total $66,000.00

last Updated 4/1112014 7

8.1.2. Fixed Delivery Services: The fixed fee costs associated with the Fixed Delivery Services is $710,329.00USD (Seven Hundred and Ten Thousand Three Hundred and Twenty-Nine United States dollars), to beinvoiced as outlined in the table below. In accordance with Client's acceptance preferences, Acquia willinvoice 90% of all Deliverables upon Acceptance and the remaining 10% upon the final Acceptanceitem. The table below outlines the agreed upon price as well as the invoice and acceptance amounts.

Title Description Cost InvoiceAmount

Kickoff & Discovery Completion of kickoff meeting, delivery of $51,523.00 $46,370.70project plan and revised architecture plan

Creation of Platform Completion of setup for Acquia Cloud Site $110,000.00 $99,000.00Factory, and creation of permissions for theSites

Site Development Completion of all theming and migration of $94,719.00 $85,247.1040% of content for the Sites

Advanced Features Completion of contributed modules and $97,292.00 $87,562.80content migration for the Sites

UAT/OA Completion of final OA and client user $47,475.00 $42,727.50acceptance testing for the Sites

Load Testing Delivery load testing report for lacity.org $33,400.00 $30,060.00

Fixed Delivery Completion of first month of fixed delivery $68,980.00 $62,082.00Services Milestone work, (Technical Architecture, Management,Payment 1 Testing, Automated Testing & Reporting)

Fixed Delivery Completion of Second month of fixed delivery $68,980.00 $62,082.00Services Milestone work, (Technical Architecture, Management,Payment 2 Testing, Automated Testing & Reporting)

Fixed Delivery Completion of third month of fixed delivery $68,980.00 $62,082.00Services Milestone work, (Technical Architecture, Management,Payment 3 Testing, Automated Testing & Reporting)

Fixed Delivery Completion of fourth month of fixed delivery $68,980.00 $133,114.90Services Milestone work, (Technical Architecture, Management,Payment 4 Testing, Automated Testing & Reporting)

Total $710,329.00 $710,329.00

8.1.3. Consulting Services: The fixed fee costs associated with the Fixed Delivery Services is $35,360.00USD (Thirty-Five Thousand Three Hundred and Sixty United States dollars), to be invoiced as follows:

Consulting Services Completion of first month of ongoing project management, $8,840.00Milestone Payment 1 to be billed upon delivery of four (4) weekly status reports

Consulting Services Completion of Second month of ongoing project $8,840.00Milestone Payment 2 management, to be billed upon delivery of four (4) weekly

status reports

Consulting Services Completion of third month of ongoing project management, $8,840.00Milestone Payment 3 to be billed upon delivery of four (4) weekly status reports

Consulting Services Completion of fourth month of ongoing project $8,840.00Milestone Payment 4 management, to be billed upon delivery of four (4) weekly

status reports

Total $35,360.00

8.2. ODC Expenses: In addition, Drupal-specific software may be required, including but not limited to: JIRA, OAtesting tools, and other resources required for implementation. Acquia will invoice and Client pay for actualsoftware expenses incurred by Acquia in connection with the delivery of the services within thirty (30) days ofreceipt 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. Acquia willinvoice as per the above payment schedule and triggers.

8.4. Hourly Rates. The following hourly rates will apply to Acquia resources if a change order is required.

Technical ArchitectEn a ement Mana er

Dru al Develo mentQAAnal 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 theServices outlined above, should Client provide Acquia with less than three (3) weeks advance notice of Client'srequest to cancel or reschedule the Services, Client will be charged a rescheduling/cancellation fee equal to theFees associated with the specific Services Client is cancelling or rescheduling (the "Rescheduling/CancellationFee"). Acquia will waive the Rescheduling/Cancellation Fee if Acquia is able to redeploy the Acquia team toanother engagement during the originally scheduled Services period.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorizedrepresentatives as of the date first written above.

. FO

Print Name:

Authorized Signature: Authorized Signature:

Print Name: Dennis Morgan

Title:

I..-::-;.:c-----.---.---- ....-.---k.,....---- ...-----.---jDate:

------.---.--~-----.----

last Updated 4f1112014 9

ACQula'"Exhibit A

Sample Schedule

The following sample schedule is a draft to represent when workshops may occur and when ongoing projectmanagement and consulting would take place. Acquia will work in collaboration with Client to refine this schedule andprovide updates on an ongoing basis.

This schedule does not contractually commit or obligate any party for scheduling purposes.

FocuslWorkshop Consultlnq

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 olanned break y


Week 9 _ti1i:·':•••,:.'••::1iEI.:••ii!!H •.,::.••·,.·.I ••••' .•.."."::""'" y

Week 10 ·'·:H:J ••:.·j'.'.::·'·iij!:,', :1:i!:·!·1:::!··' ••·' 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 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 Testina

Week 30 Load Testino y

Week 31 Site Buildina (sites 1-3): Final Uodates y

Week 32 Launch y

Week 33 Post-launch y

Last Updated 4/11/2014

ACQUlo'"Exhibit B

Sample Workshop Agendas

The following is provided as sample workshop agendas. Acquia and Client agree that the team may deviate from thisschedule as mutually agreeable to best meet the needs of the Client. Deviations from sample schedules cannot impactthe 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 FactoryUsing the WYSIWYG ToolsetWhat can and can't be done with the Theme Builder

Day 2: Advanced Theming Workflows

Using the Advanced CSS areaHow to collaborate on CSS in SFUse SASS or LESS with SF

Day 3-4: Creating Site Templates - Spin up sites even faster!Creating a basic template for your Site Factory sitesHow to create minimal styles that you can build on laterGroup 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 theneeds of the Client and support the fixed delivery requirements of this contract.

Druoal 7 Modules AnticioatedAcquia Connector Features NodequeueAddThis Features Override PanelsAdmin Menu Feeds PathautoApache Solr Panels Feeds XPath Parser PathologicApache Solr Search Field Collection PanelizerConditional Styles Field Group ReferencesContext Flex Slider Secure PagesContext Field Forms API ServicesCtools Google Analytics StrongarmDate Libraries TokenDiff Link ViewsEntity API Metatag WfSIWfGEntity Autocomplete Migrate XML ImportEntity Reference Node block XML Sitemap

Last Updated 4f11f2014

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 DeliveryServices. Should any details or requirements change, Acquia will need to review and provide a revised estimate.

Siteso lacity.org• lacityview.org• ladoUacity.org

Current CMSOracle/Stellant CMS 7.5.2

Data AccessCurrently in Oracle CMS, all pages stored in the web server file system and combined of different components as thefollowing:

• 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 role andLADOT _Contributor account.

• 10 Roles• Using Native Drupal authentication

TAGS AND VOCABULARIES

1. Document Category List: Agenda, Form, Media, Minutes, Motion, News Flash, Newsletter, Miscellaneous,Press Releases, Report, Statistics, Template.

2. Document Description: Used as keyword search for Lacityorg highlight images.3. Display & Sort Date (Date Time field): Used to sort document list4. Lahighlight (Boolean-1/o): To classify the check-in document in highlight section for Lacityorg site.5. Featured (Boolean - Yes/No): Flag to display the content blog on site homepage.

FILESFile Types: Images, Documents (PDF, Word, etc),Total # of Files: 3560

Last Updated 4/1112014

Lacity.org siteNative files (pdf, word, gif, jpeg) 285Highlight Images - 2239Web- assets Images - 15

LADOTsiteNative files (pdf, word, gif, jpeg) - 875

Lacityview35 siteImages-6Html pages & txt - 80XML Rss Feed - 57Flash File (.swl) - 3

Content Types

1.1 CONTRIBUTOR_BLOGENTRY• -42 fields associated with this type• 22 items of this type to be migrated• XML Files• This content type is used to classify the document as blog content contribution.

1.2 CONTRIBUTOR_WEB_CONTENT• -42 fields associated with this type• 1650 items of this type to be migrated• XML Files and Native Files (MS Word, PDF, Excel, Images)• This content type is used to classify the document as blog content contribution.

1.3 SYSTEM_MEDIA• -42 fields associated with this type• 8 items of this type to be migrated• XML Files and Native Files (MS Word, PDF, Excel, Images)

1.4••••••

1.5•••••

1.6••••

SYSTEM_SS]RAGMENTS-42 fields associated with this type3 items of this type to be migratedXML Files and Native Files (MS Word, PDF, Excel, Images)Idocscriptcustom tags requiring interpretationfrewriting in DrupalHTML with markupin .zip file format; contain code snippets written in HTML &idocscripts. These snippets are reused among allsites and used for dynamic content features.

SYSTEM_SS_LAYOUTS-42 fields associated with this type76 items of this type to be migratedHTML with additional tagsIdocscriptcustom tags requiring interpretationfrewriting in DrupalTemplates in hcsp file extension and associated with the site as layouts.

SYSTEM_SS_PROJECTS-42 fields associated with this type2 items of this type to be migratedXML FilesDefines site hierarchy and contain site properties and relationships among the site sections.


1.7 SYSTEM_WEB_AsSETS• -42 fields associated with this type• 2351 items of this type to be migrated• XML FilesD HTML Files• 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

last Updated 4f11/2014 3

ACQUlo'"Exhibit E

Integration Assumptions

Acquia is providing detailed integration assumptions as part of this appendix. Any deviations must be reviewed anddocumented as part of a formal Change Request process. Deviations from these integration assumptions, or anyrequirements not expressely outlined in this SOW are not included in the fixed price estimate and would require aChange Request.

LA City (www.lacity.org)

Dependency/Special Features Integration Assumptions1 Homepage Highlights Slideshow - 50

Assumes the scheduling rules and workflow for users who areinternal city staff users from Departmentsand Elected Offices can submit reserving headline dates are clearly defined.

news/announcements via online form.Users should be able to select a photo froma library of 2000 images, and reserve a datewhen their Highlight can be a headline (thefirst highlight in the slideshow). They havea max of 14 days for their highlight toremain a headline. Users should be able tosee who currently has reserved headlinedates so they can contact the individual andrequest rescheduling if needed. Displaymax of 8 latest highlights can be availableon homepage and the rest available on a"more highlights" page. Highlights are toexpire after 90 days of posting. Currentlyuses jQuery & advanced CSS.

(htt!2:/Iwww .lacity:. org/i ndex. htm#box 1www.lacity:.org/highHghts)

2Top Ten Council Files - consumes an HTTP Assumes that this feed is ingested by Drupal on a periodic basisXML Feed generated by City Clerk CFI to import new content entities of a single type. Assumes thatapplication. only the content displayed will need to be imported, and that the(httl2 :lIIacl\y:. 0 rg/g overnmenVindex. htm ) display and ordering of feed items is provided by the feed XML

content. Assumes that there is no requirement to importhistorical/archive items that are not provided in the XML feed atany given time. Assumes that documentation for feed formatand values will be provided by Client, and that the feed ispublicly available over HTTP.

3Latest Business Opportunities/Bids - Assumes that this feed is ingested by Drupal on a periodic basisconsumes XML feed provided by an in- to import new content entities of a single type. Only the contenthouse application and processed using http displayed will need to be imported, and that the display andport 80 call. ordering of feed items is provided by the feed XML content.

(h Upj Ilacity .0 rc/bus inessesfindex. htm)There is no requirement to import historical/archive items thatare not provided in the XML feed at any given time. Assumesthat documentation for feed format and values will be providedby Client, and that the feed is publicly available over HTTP.

last Updated 4f11/2014

4Contact Form - Online form with text fields Acquia understands that Client is interested inor a selection list of Department/Office to be replacing/integrating internal ColdFusion, Forms, and integrationdirected to their contact form, or mailto with database systems. Acquia will allocate 1/2 of one day of theemail address. Text field form submission Architecture workshop to review the current setup of this featureutilizes Javascript to validate inputs and an and assess if the modules listed in Appendix C: In-ScopeHTTP Call to small Cold Fusion application Modules can replace the internal ColdFusion, Forms, orto process form inputs. All form inputs will integration with database systems. If not, the City will eitherbe emailed to predefined contacts in html maintain the current setup, or modify it as necessary to be ableformat. to use the modules listed in Appendix C: In-Scope Modules.

(hUg :lI!a city. 0 rg/Su bm itF eedbackli ndex. htm ) Assumes that the Submit Feedback contact form can be a basicHTML form that submits a POST request to a service callbackwith no transformations. Form validation is limited to requiringthat fields are filled in and that email address input has a validformat.

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth oarties via a Chanae Reauest

5Submit Feedback - Similar to contact form Acquia understands that Client is interested inabove. Appears on every page with service replacing/integrating internal ColdFusion, Forms, and integrationdetail information. Feedback is sent to the with database systems. Acquia will allocate 1/2 of one day of theemail address of the staff responsible for Architecture workshop to review the current setup of this featurethe service info with a CC to the 311 Call and assess if the modules listed in Appendix C:ln-ScopeCenter Modules can replace the internal ColdFusion, Forms, or(hUg://lacift·org/CitywideServices/ServiceDetail/in integration with database systems. If not, the City will eitherdex.htm?laServiceld=2733) maintain the current setup, or modify it as necessary to be able

to use the modules listed in Appendix C:ln-Scope Modules.

Assumes that the Submit Feedback contact form can be a basicHTML form that submits a POST request to a service callbackwith no transformations. Form validation is limited to requiringthat fields are filled in and that email address input has a validformat.

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth parties via a Chance Request


6Subscription to Meeting Agendas, Minutes, Assumes the IFRAME tag will be managed by editing the HTMLand other Documents - users input their code for the given page's content.name, email address and subscribe to Assumes IFRAME contents will continue to not be responsive.receive email notifications of specificmeetings and agendas. Uses IFRAME toembed Early Notification System HTMLpages (legacy in-house CF ENSapplication) hosted on 32WEBLA 1 servervia port 80 http(httl2:fllacity:.org/governmentiSubscril2tions/cQunciladhoclindex.htrnhttQ:lllaci~.org/government!SubscrjRtions/CouncilOfficeCity:ControllerCity:AttorneySubscril2tions/index.htmhttQ :lllacity .org/governmentlS u bscri Qtions/Comm issionCommitteeBoard/index.htmhU!;!:/llacity: .org/governmentiS ubscrigtions/OtherCityCommitteeSubscriQtions/index.htmhttQ:lllacity.orgigovernment/SubscriQtionslNeighborhoodCounciis/index.htmhttQ:lllacity.orgigovernment/SubscriQtions/CityDegartments/index.htmhttQ:lllacity.orgigovernmentlSubscriQtions/ElectionDocuments/index.htm?!aCatenorv::..3133)

7 Homepage Today's Meetings Source Assumes that this feed is ingested by Drupal on a periodic basisXML of all meetings scheduled for the day. to import new content entities of a single type. Only the content

displayed will need to be imported, and that the display and(httR://Iacit~. 0rg/i ndex. htm#box2) ordering of feed items is provided by the feed XML content.

There is no requirement to import historical/archive items thatare not provided in the XML feed at any given time. Assumesthat documentation for feed format and values will be providedby Client, and that the feed is publicly available over HTTP.

8 Homepage Upcoming Events - SourceAssumes that this feed is ingested by Drupal on a periodic basisXML is updated every hour, but page

should only display latest and future events to import new content entities of a single type. Only the content

as of the current web server time. displayed will need to be imported, and that the display andordering of feed items is provided by the feed XML content.

(httR:lllacit~.org/index.htm#box2) There is no requirement to import historical/archive items thatare not provided in the XML feed at any given time. Assumesthat documentation for feed format and values will be providedby Client, and that the feed is publicly available over HTTP.

9 Citywide Calendar, Council Calendar, and Assumes that this feed is ingested by Drupal on a periodic basisPublic Meeting Calendars - Sources are a to import new content entities of a single type. Only the contentpublic path to specific ColdFusion file displayed will need to be imported, and that the display andgenerating XML format data ordering of feed items is provided by the feed XML content.

(httR:lllacit~.org/Cit~Calendar/index.htmThere is no requirement to import historical/archive items thatare not provided in the XML feed at any given time. Assumesthat documentation for feed format and values will be provided

httR:lllacit~.org/governmentlElectedOfficiaIO by Client, and that the feed is publicly available over HTTP.ffices/Cit~Council/CounciICalendar/index.htill

httR:lllacit~.org/governmentiPublicMeetings/index.htm)

las! Updated 411112014 3

10

(hUp:IJlacity.org/CitywideServices/ServiceDetail/index.htm?laServiceld-2733)

Acquia understands that Client is interested inreplacingfintegrating internal Cold Fusion, Forms, and integrationwith database systems. Acquia will allocate 1/2 of one day of theArchitecture workshop to review the current setup of this featureand assess if the modules listed in Appendix C:ln-ScopeModules can replace the internal ColdFusion, Forms, orintegration with database systems. If not, the City will eithermaintain the current setup, or modify it as necessary to be ableto use the modules listed in Appendix C:ln-Scope Modules.

Assumes that the results from Granicus API Search will bedisplayed separately from other search results, but on the samesite result page. Assumes API request will be performed on-demand for search queries. Assumes API is usable anddocumented returning HTML (for use as-is), XML or JSON aswell as either public and/or basic authentication (i.e. not SOAPor similar).

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth parties via a Change Request.

Media Site Search Results - site searchresult page displays site results fromGoogle Custom Search engine and mediaresults from a Granicus API search. Thesearch form passes the keyword as a URLparameter and calls a Coldfusionapplication to process JSON feed fromGranicus API to convert to XML format.

(http://lacity.org/SearchResults/index.htm?q:::trash&laPageNumber=1 &JaResultCount-1 O&laMatching=phrase&cx=0054086284 72521677 429%3A3yyavk2hghi&cof-FORID%3A 11&ie=UTF-8)

11Most Requested 311 Services - Five mainoptions on the site's mega menu list adifferent set of top ten most requested 311services. These are generated dynamicallyfrom stats of 311 call center & CitywideSservice Directory (CSD) application hits.CSD application updates the XML Feedweekly. CMS calls these XML files via http80 and processes them using RSS Feedcomponent which available from the currentStellent CMS software.

Assumes that this feed is ingested by Drupal on a periodic basisto import new content entities of a single type. Only the contentdisplayed will need to be imported, and that the feed content willbe displayed content lists and search but will link offsite.Assumes there is no requirement to import historical/archiveitems that are not provided in the XML feed at any given time.Assumes that documentation for feed format and values will beprovided by Client, and that the feed is publically available overHTTP.

(http://lacity .or9/i ndex. htm)

12311 Service Details - Many of Lacity.orgpages are "service detail pages" of specificCity services. Content of a service detailpage consist of contact info, website,address with driving directions, and a formto submit feedback regarding to the serviceetc. Currently, content is retrieves frominternal CSD 311 Database.

Acquia understands that Client is interested inreplaCing/integrating internal ColdFusion, Forms, and integrationwith database systems. Acquia will allocate 1/2 of one day of theArchitecture workshop to review the current setup of this featureand assess if the modules listed in Appendix C:ln-ScopeModules can replace the internal ColdFusion, Forms, orintegration with database systems. If not, the City will eithermaintain the current setup, or modify it as necessary to be ableto use the modules listed in Appendix C:ln-Scope Modules.

Assumes that the results from CSD 311 Database will bedisplayed separately from other search results. The API requestwill be performed on-demand for search queries, and that nocontent transformations are needed for the display of the APIresults on page in HTML format.

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth parties via a Chanae Reauest.


13 List of Live/On-Demand Video/Audio - List Assumes the IFRAME tag will be managed by editing the HTMLof links to public meetings hosted and code for the given page's content Assumes IFRAME contentsstreamed by Granicus. Currently the site will continue to not be responsive.uses IFRAMEs to embedLacity.granicus.com templates.

(hUt;!:llwww .Iacity. org/g ave rn me ntiE lectedOfficia IOffices/Cit~Council/CounQ:iIil!odQom!I!iUeeMeetings/CounciIMeetingVideo/index.htm?!aCatego!y=1815

httQ:I/www.!acit:t.org/governmeo!/E!§gt§QQffiQia;IQffices/CityCouncil/CouncilandQQmmitteeMeeti09sICounciICommiiteeMeetingAydio/indea; btrn?!aQatego,,=1814)

14 Latest YouTube Video - Uses a JQuery Assumes the Jquery/Javascript code will be managed by editingscript to consumes the YouTube JSON feed the HTML code for the given page's contentof "ITAMobileDev" account, whichaggregates the City's YouTube channelsinto one collection. The newest video out ofthe feed is published.

(htto:lllacitv. oro/index.htm#box3)15 LA Cityview 35 & Citywide Media - Source Assumes that Granicus JSON feed is publicly available, ITA will

data is a public path to a JSON feed provide the logic for the output display, and access to LAprovided by Granicus that contains a long Cityview 35 program schedule will be publicly available via XMLlist of available media. The JSON needs to feed.be further analyzed programmatically todisplay a limited number of media, andindicate how many and which are "live" or"on air" on LA Cityview 35. On air status isdetermined by checking LA Cityview 35'sprogram schedule.

(httn:lilacitv.orc/index.htm#box3)

16Social Media Feed - At the bottom of Assumes the Jquery/Javascript code will be managed by editinglacity.org homepage, the latest tweet pulled the HTML code for the given page's content.from an aggregation of City Twitter feeds.Once the visitors click on View More CityTweets, they are taken to a page with moreof the latest tweets. It leverages TweeterEmbeddable Timeline API withJquery/Javascript plugins.

(http://www,lacity.orghtto:liwww.lacitv.ora/tweets/index.htrn)

17 Weather Info and Image - On the top across Assumes the Jquery/Javascript code will be managed by editingall page of the site is a visual the LA latest the HTML code for a header content block.weather conditions from weather. comdisplayed using SimpleWeather jQuerylibrary.

(sitewide)


18 Job Opportunities - Two sets of latest ten Acquia understands that Client is interested injob opportunities. A small Coldfusion replacing/integrating internal Cold Fusion, Forms, and integrationapplication consumes the RSS feed from with database systems. Acquia will allocate 1/2 of one day of thehttp://agency.governmenljobs.com/jobfeed. Architecture workshop to review the current setup of this featurecfm?agency=lacity & and assess if the modules listed in Appendix C: In-Scopehttp://suite.agile1.com/Core/RSS/NewJobs. Modules can replace the internal ColdFusion, Forms, oraspx?c=gscdXZmKUjEaN4661VhxMw%3d integration with database systems. If not, the City will either%3d and performs sorting. It generates a maintain the current setup, or modify it as necessary to be abledaily XML feed. The XML files is processed to use the modules listed in Appendix C: In-Scope Modules.via http port 80 call and Stellent RSS feedcomponent. Assumes that if Client leverages modules outside of the scope

of this contract, work would be completed after acceptance on(httg:/ Ilacity:. org/j obseeke rs/index. htm) Acquia fixed price deliverables. Co-development under the fixed

price model cannot be supported unless otherwise approved byboth oarties via a Chanae Reauest.

19 Megamenu navigation - has on-state Assumes that the maintainability and overall value ofnavigation; uses jQuery and advanced mega menus utilizing jQuery and advanced CSS (vs. static orCSS; and has Most Requested services regular dropdown menus) will be considered during architecturelistings described in #9 for each main tab workshop and prioritized against other site needs.(All pages)

Assumes that menu item content will change over time, but that(http://lac;!y.org) the overall positions and lengths of each item within the

mega menu flyouts will not need to change without associatedtheme CSS updates.

Assumes megamenu content is not visible on mobile layouts.

20 Secondary menu/navigation usesjQuery Acquia understands that Client is willing to replace current useand advanced CSS for on-state navigation of jQuery and advanced CSS. Acquia will allocate 1/2 of one(All pages) day of the Architecture workshop to review the current setup of

this feature and assess if the modules listed in Appendix C: In-(htto :lllacity. org) Scope Modules can replace the internal ColdFusion, Forms, or

integration with database systems. If not, the City will eithermaintain the current setup, or modify it as necessary to be ableto use the modules listed in Appendix C: In-Scope Modules.

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth oarties via a Chanae Reauest.

21 Multiple Site Domains - The official City Assumes that both domains must be acknowledged, but thatwebsite has Lacity.org & Cityofla.org, redirects may be redirected to a canonical domain namethough best practice may be to have (Iacity.org).Citvofla.ora redirect to Lacitv.ora

22 Neighborhood Resources Input Form - Assumes that this is a static form that submits toEntering a street address or intersection neighborhoodinfo.lacity.org (as it does now) and that thethat is within the City boundaries will return functionality of neighborhoodinfo.lacity.org does not need to bevarious city district and tract information. replicated in Drupal.

(httg:://lacity.org#box4httQ:/I!acity.org/residents/index.htm)

Last Updated 4f1 1/2014 6

23 311 Citywide Service Directory Search- Acquia understands that Client is interested inConnects to 311 internal DB2 database to replacinglintegrating internal Cold Fusion, Forms, and integrationdisplay all search field options. The search with database systems. Acquia will allocate 1/2 of one day of theform passes the search field values to in- Architecture workshop to review the current setup of this featurehouse Coldfusion web services API to and assess if the modules listed in Appendix C: In-Scoperetrieve results Modules can replace the internal ColdFusion, Forms, or(httQ:J/www.lacity.org/CitywideServices/index.htm 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 this feed is ingested by Drupal on a periodic basisto import new content entities of a single type. Only the contentdisplayed will need to be imported, and that the feed content willbe displayed content lists and search but will link offsite.Assumes there is no requirement to import historical/archiveitems that are not provided in the XML feed at any given time.Assumes that documentation for feed format and values will beprovided, and that the feed is publicly available over HTTP.Specifically, we are assuming that the site is not required toconnect to a DB2 database and if the function is not replacable,a usable and documented XML or JSON API is available toretrieve both search field options and results.

Assumes that if Client leverages modules outside of the scopeof this contract, work would be completed after acceptance onAcquia fixed price deliverables. Co-development under the fixedprice model cannot be supported unless otherwise approved byboth oarties via a Chanae Reouest.

24MyLA311 Service Request - IFRAME used Assumes the IFRAME tag will be managed by editing the HTMLto embed a service request form that allows code for the given page's content.users to submit requests to the MyLA311service request system,

(hUg) Iwww.lacity.org/MyLA311/ServiceRe9uestiindex.htm)

25 Dynamic Homepage Feature Areas- None.Homepage contains most recent highlights,most recent citywide media with indicatorsof how many are "on air" and "live", andupcoming events.

Iwww.lacitv.ora)26 For Visitors and For Residents Photo Assumes these are contributed via e-mail and uploaded to the

slideshow - slideshow of photos with site by editorial staff.captions thatare all user contributed

Ihttn:llwww.lacitv.oro/residents/index.htm\27 Homepage Photo slides how- slideshow of Assumes HTML content within slideshow follows a standardized

photos as background with ability to include layout.HTML to provide links, includes controls torotate through photos, and a photo info areathat as show/hide control.

Ihttn:llwww.lacitv.ora/index.htm\

Last Updated 411112014 7

28 Responsive Design - Complicated CSS & Assumes that responsive support only includes a mobilejavascript to change design between breakpoint in addition to the desktop view. Assumes that onlydesktop and mobile screen size. Current the latest version of default browsers for iOS and Androidresponsive design considers screens phones are supported.measuring 480px width or smaller and Assumes that page elements or pages that are not currentlyprovides fixed width elements. Using responsive (for example, IFRAME content or megamenu flyoutjavascript to change fixed width to flexible. content) will not be made responsive as part of this Project.An improved responsive design wouldsupport all mobile device screens (layoutwith flexible divs).

(sltewide)29 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web Content

Compliance - Current site developed with Accessibility Guidelines in mind and under the assumptionswebsite accessibility in mind and verified by listed here. Acquia will allocate one (1) hour of the Architecturein house Section 508 Compliance workshop to meet with the in-house Section 508 coordinator toCoordinator 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 scopeadding additional modules will have and provide a revisedbudget and timeline.Assumes the site visual design and IA is currently accessibleand also can be implemented in an accessible manner.

Assumes that site content editors are already aware of, and willfollow best practices when writing/entering content.

Assumes that full flash/multimedia accessibility (which ischallenging, especially for some types of interaction) is notrequired, and any non-accessible flash/multimedia content willhave alternative content produced.

Assumes automated testing of full site, together with manualassessment of a sample of eight (8) pages for issues that arenot findable by automated test.

Assumes that page elements or pages that are not currently 508compliant are not required to become compliant through thisproject.

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 partof this effort,

Deoendencv/Soecial Features Intearation Assumotions1 Live LA Cityview 35 broadcast - live web Assumes the IFRAME tag will be managed by editing the HTML

streaming of Channel 35 provided by code for the given page's content.Granicus

(htlQ:l/lacityview.org)2 Homepage Featured Programming - uses Acquia understand that the Client wishes to allow content

jOuery library to rotate through thumbnails authors to update content and will replace jOuery with a Drupaland links contributed module from the list of in-scope modules in Appendix

(httQ:lllacityview.org ,C: In-Scope Modules,

Las! Updated 4111/2014 8

3 Video Category Navigation - provides Assumes the video categories are managed using native Drupalnavigation links to video program categories, entities (i.e. taxonomy).then to the Program Pages

Assumes the user interface for navigating categories may be(silewide) simplified (e.g. with links opening on new pages), if this allows for

a demonstrable improvement in the user experience of the site.4 Episode Listing and Player - available on Assumes the XML feed contains information required to produce

the Program Pages, the source data for the embedded player.episode listings comes from Granicus XMLfeed; link for each episode triggers the Assumes that if the Flash JavaScript integration used by theepisode to play in an iframed video player Flash program guide to control the video player is not authored inon same page 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 $afet~.htm)

5 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web ContentCompliance - Current site developed with Accessibility Guidelines in mind and under the assumptions listedwebsite accessibility in mind and verified by here. Acquia will allocate one (1) hour of the Architecturein house Section 508 Compliance workshop to meet with the in-house Section 508 coordinator toCoordinator 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 scopeadding additional modules will have and provide a revised budgetand time line.

Assumes the site visual design and IA is currently accessible andalso can be implemented in an accessible manner.



Assumes automated testing of full site, together with manualassessment of a sample of eight (8) pages for issues that are notfind able by automated test.

Assumes that page elements or pages that are not currently 508compliant are not required to become compliant through thisProject.

LA Department of Transoortatoruladot.lacitv.oru)Dependencv/Soecial Features Intearation Assumotions

1 On-state Navigation site menu navigation None.has visible on-state and supports a 3 levelhierarchy

(e.q. httn:/IIadol.lacil'.ornIHowDoliindex.hlm)2 Site Banner - uses jQuery for a slideshow None.

effect; content author contributes photosand text

Ihtto://Iadot.lacitv.ora/l3 What's New - on homepage, provides a Assumes the Jquery/Javascript code will be managed by editing

scrolling list of headlines based on the HTML code for the given page's content.information published on a What's New


page(http://Iadot.lacity.orglWhatsNewlindex.htm)

(http://ladot.lacity.org,httn://Iadot.lacitv.oralWhatsNewlindex.htm\

4 Press Releases - Provides t-step Assumes metadata regarding uploaded documents (e.g. title,publishing for the content author by having date) is added by the content author as part of uploading thethe page automatically add new uploaded document, not pulled from uploaded file metadata.documents to a list. The list contains linksand dates based on metadata of theuploaded document.

(http://Iadot.lacity.orglWhatWeDo/AboutUs/PressReleases/index.htm\

5 Online Payment forms - currently simple Assumes these are static HTML forms, embedded into theforms that do not collect personal content for these pages.information. Some forms have a drop-downlist of names that are hardcoded. Form Assumes that the form submits a POST request to a servicedata is passed to help pre-populate a callback with no transformations.secure online payment formhttps://www.myvirtualmerchant.comNirtual Assumes no on site form validation is needed.MerchanUprocess.do

(htt[l:lIladot.lacity,orgfHowDo!ltlowDoIMakeanOnlinePayment/index.hlm

6 Section 508 Website Accessibility Acquia will develop the platform with WC3 Web ContentCompliance - Current site developed with Accessibility Guidelines in mind and under the assumptions listedwebsite accessibility in mind and verified by here. Acquia will allocate one (1) hour of the Architecturein house Section 508 Compliance workshop to meet with the in-house Section 508 coordinator toCoordinator 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 scopeadding additional modules will have and provide a revised budgetand timeline.

Assumes the site visual design and IA is currently accessible andalso can be implemented in an accessible manner.



Assumes automated testing of full site, together with manualassessment of a sample of eight (8) pages for issues that are notfindable by automated test.

Assumes that page elements or pages that are not currently 508compliant are not required to become compliant through thisProject.

Last Updated 411112014 10

curerExhibit 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 montho 214,906

111 average unique visitors per dayo 7,065

• highest traffic spikeso 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 visitsa 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 nextlowest 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 showedthat there were up to 5,006 hits to a particular file within one hour and up to 178 hits within a minutefor the same file,

o This occurrence was due to media coverage of the Mayor's Office asking for online donations to helppay 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,

LA Cityview 35 (iacityview.orgl

Based on traffic from January 1, 2013 to December 31,2013 (as measured by an old web stat system, and not GoogleAnalytics):

111 average unique visitors per montho 9,547 average sessions a month

111 average unique visitors per dayo 314 average sessions a day

• highest traffic spikeso increase in 4,115 pageviews between 2 consecutive days

• highest traffic within a 1hour period (and details around the specifics of the event)o Best stat I can gather is 126 sessions in one hour in the month of April. This is probably due to

Budget and Finance Hearings that are 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 liveand 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 average unique visitors per montho 20,556

111 average unique visiiot» per dayo 685

• highest traffic spikeso 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), thehighest number of visits in a day was 5,332, which occurred on Monday, January 20, 2014. Thelowest number of visits in a day was 195 on Sunday October 20, 2013.

• highest traffic within a 1 hour period (and details around the specifics of the event)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 increasein 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

APPENDIXCORDER 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, LosAngeles, 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 thisOrder, Client agrees and accepts the terms of the Master Agreement. Any terms used herein but not defined willhave the meaning ascribed to such term in the Master Agreement. This Order is effective on the date of the last dateon 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 EffectiveDate 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 Subscriptionfor up to an additional two (2) years, then the Fees outlined herein shall remain unchanged (the "First RenewalTerm"). Thereafter, should the City renew this Subscription for up to an additional five (5) years, the Subscriptionrates 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 theSubscription, plus the one-time fees noted below for the first year of the Subscription. The CITY will pay all Feesfor the entire Subscription whether or not the CITY uses the Services or all the support to which it is entitled inthe Subscription. The CITY will make any fee payments for renewal at the end of each expiring Subscriptionperiod.

AnnualSubscription Services Description* Services Included* Fees Contract

Year ValueYears 1

RAcquia Cloud Site Subscription Tier: 0 Up to 1MM $90,000 $90,000Factory Monthly Page Views (4)

SaaS Tier 0 Up to 100 GB

SaaS+ Tier Bandwidth (5)

• PaaSTier0 Up to 250 GBStorage (5)

0 File SystemSubscription Size: Storage for 250 GB(2)

• Small0 Diagnosis Support0 12 Advisory

MediumSupport hours (EnterpriseOnly)

Large 0 RemoteAdministration (PaaS tier

Custom only)Acquia Network (PaaS Tieronly)

Years 2-3R

Acquia Cloud Site Subscription Tier: 0 Up to 1MMFactory with Elite Monthly Page Views (4) $130,000 $130,000Support SaaS Tier 0 Up to 100 GB

SaaS+ Tier Bandwidth (5)

CJ Up to 250 GBPaaS Tier Storage (5)

IJ File SystemSubscription Size: Storage for 250 GB(2)

RsmallIJ Diagnosis Supportwith unlimited support

Mediumtickets and AdvisorySupport

Large 0 RemoteAdministration (PaaS tier

V.032014

Customonly)

o Acquia Network(PaaS tier only)

10 Monthly AdvisoryHours with TAM (notto exceed 10 hoursper month)

Total for Year One $90,000Total for Year Two $130,000Total for Year Three $130,000Total for Initial Term $350,000

(1) Acquia has recommended the server sizes listed above based on the information provided by Client to Acquia in the AcquiaHosting Questionnaire, which is attached hereto as Attachment A~1. If Acqula determines that such servers are insufficient toproperly host the Webslte(s}, Acquta wlll inform Client and provide to Client its recommendation for additional capacity, which will beprovisioned 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 Statesunless otherwise indicated below.

Please check one of the following:

4. AUTHORIZED CONTACTS.

US -East" US-West Ireland Singapore QAustralia

The following table lists Client's primary contact to whom all matters requiring escalation will be addressed.

Name:Title:Email:Phone:

Name:Title:Email:Phone:

IN WITNESS WHEREOF, each of the parties has caused this Order to be executed on its behalf by its dulyauthorized representatives and agrees than an electronic signature of a duly authorized representative constitutes avalid 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 andAcqula. Acquia may change the Guide at any time at its discretion, however, any changes will not result in a reduction in the level ofservices 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©2013 Acquia, Inc. All Rights Reserved.

v112013

. 3

. 3. .,........... ... .4

. .4.., .4. 5

..................... 6.. '" 6

.......... . 7... . . '" 8

... '" '" 9. ,.... ..10

... 11. ... 11

..... ., .. 11... 14

. ... 16... 16... 17... 17... 17

... 18

ACQUIO"

Acqula Support Services

Acquia offers three levels of support subscriptions: Pro Plus, Enterprise, and Elite. Acquia will provide the level of support for theSubscription service specified in Client's Order. Unless otherwise provided herein, all support subscriptions include the followingservices:

1. DIAGNOSIS SUpPORT. Diagnosis support entitles Client to engage Acquia in the diagnosis of Drupal functionality issues duringthe development or operation of Client's Website(s). Acquia will identify and diagnose the root cause of a reported issue andprovide Client with recommendations for repair to be implemented by Client.

Drupal core, contributed and custom modulesDrupal contributed and custom themesWebsite(s) configuration and usage tasks;Drupal modules or themes not interacting asexpectedWebsite(s) not operating as expected within itsenvironmentGitApache Subversion (SVN)SAML (if included on Client's Order)

CiviCRMShibbolethMoodieMagentoWordpressDisquspiwikvBulietin

• phpBBphpmyadminPDF generation modules that require compiled librariesHome grown (non-Drupal) modules constantly running ingestionscripts and or search indexing scriptsApplications that require compiled standalone libraries (not phpextensions)Version control applications that are not Git or SVN

Acquia supports the current version of Drupal (N) and theimmediate preceding major version N-1. Acquia will provideClients with a minimum of 12 months notice prior to sunsettingsupport of an N-2 version.

1.2. Diagnosis Support for Site Factory Enterprise and Site Factory Elite Support Subscriptions:

SaaS, SaaS+ and PaaS Tier Subscriptions:Site Factory Platform administration features andconfigurationWebsite(s) configuration and theming through SiteFactory Platform DrupallnstanceWebsite(s) not operating as expected within itsenvironment

SaaS+ Tier: Subscriptions:Site Factory Drupal Modules added to Site Factory •Client Drupal Instance as part of an Acquia.Professional Services engagementWebsite(s) configuration and theming through Site.Factory Client Drupallnstance

PaaS Tier Subscriptions:Site Factory Drupal ModulesSite Factory Drupal Modules or themes not interactingas expectedSite Factory Platform Version Control

CiviCRMDisqusMagentoMoodiephpBBphpMyAdminpiwikShibbolethvBulietinPDF generation modules that require compiled librariesCustom (non-Drupal) modules constantly running ingestionscripts and or search indexing scriptsVersion control applications that are not GitWordPress

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1.3 Diagnosis Limitations. Client custornlzatlons to Drupal core files may limit Acquia's ability to diagnosis issues. Acquia mayrecommend or require such modifications be removed in favor of alternate solutions using standard Drupal core andcontributed modules, or by using other standard, published core patches. Furthermore, diagnosis support may not be possiblewith modified Drupa! core, certain integrations or custom modules. Diagnosis support does not include assistance with theinstallation, 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 continuingwith the diagnosis of an issue. Acquia may require the substitution of a Drupal module or modules for similar suitablemodule(s) for Client to repair an issue. Substitutions may be recommended by Acquia but are made at the sole discretion ofClient.

1.4 Support Requests. Elite and Enterprise support Subscriptions, including Site Factory Enterprise and Site Factory Elitesubscriptions, allow Clients to submit an unlimited number of support requests to Acquia via the processes described below forthe Websites listed on Client's Order. Pro Plus Subscriptions allow Clients to submit the number of support requests specifiedon Client's Order.

2. ADVISORY SUPPORT.

2.1 Advisory Support for Pro Plus, Enterprise and Site Factory Subscriptions. Advisory support entitles Clients to engageAcquia in discussions on best practices for generic topics including security, migration, performance tuning, moduledevelopment, and architecture and use of the Site Factory Platform (for Site Factory subscriptions only). Advisory support islimited to existlnq knowledge that can be transferred during a live conversation or via email and possibly supported by existingdocumentation. 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'sOrder.

Examples of advisory support topics may include:

Security best practicesModule selection advice

'" Migration best practices

Performance best practicesArchitecture best practicesModule development best practices

3. ADDITIONAL SITE FACTORY PLATFORM SUPPORT FOR SITE FACTORY SUBSCRIPTIONS.

3.1 In addition to diagnosis and advisory support, Site Factory Support Subscriptions include the following Site Factory Platformsupport 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 Platformo Client management of sites and users through Site Factory Platform Dashboardo 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 Acquiao 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 Gito 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 adedicated Technical Account Manager assigned to Client for the number of TAM advisory hours specified on Client's Order.

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4.1 In-scope Activities. The TAM will provide Clients with guidance, best practices, training, recommendations andlorconsultation on the development, deployment or operation of Drupal, and for Site Factory Elite Subscriptions, the generalcreation, deployment, and operation of the Website(s) on the Site Factory Platform. Depending upon the nature of therequest, 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 workingwith 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, integrationof Drupal APls, performance tuning, scalability, security etc. (Also applicable for Site Factory PaaS Tier)

Develop deep understanding of application so Acquia can provide optimal support during development, deployment andoperations.

Ongoing coordination of support for emergency tickets, break/fix, and general support needs.

For Site Factory SaaS and SaaS+ Tier Subscriptions: Provide best practices and ad-hoc guidance on use of the SiteFactory Platform and Site Factory Platform Drupal Instance.

4.2 Out of Scope Activities. The TAM will not author and/or modify code (whether in Drupal or other languages) andlor provideguidance 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 participateremotely in one standing check-in meeting with Client either daily, weekly, bi-weekly or monthly. In addition, with dailyengagements, 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 ticketsaddressed 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 meetingsinclude 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 anyrequested activities or assiqnrnents.

5. SOFTWARE ASSURANCES. If ordered by Client under an Elite Support, Acquia will provide the following activities as indicated onClient's Order:

5.1 Limited Assurance. Acquia will provide an assessment of one Website (one code base) to evaluate the site architecture andconfiguration against recognized best practices in areas such as architecture, development, performance, configurationmanagement, and security. Following the review, Acquia will deliver a Site Assessment Report that includes an evaluation ofthe site's adherence to best practices and Acquia recommendations for improvement in each of the areas evaluated. In theevent that the review uncovers issues, Acquia will propose recommendations to the development team to address theseissues. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia will provide aread-out of the report's results with project stakeholders to ensure the business risks and technical suggestions are clearlyunderstood and prioritized appropriately.

5.2 Full Security Assurance. Acquia will provide an assessment to evaluate the security of the one Website (one code base) perquarter against recognized Drupal best practices. Acquia win work onsite or remotely with Client to review the Client's Websitefor adherence to recognized security best practices. Acquia identifies commonly exploited security holes and providesrecommendations on how to close them before they can be used against the Website. At the conclusion of the review, Acquiawill provide a site security assessment report with findings of the security review, along with recommendations for applying anyimprovements. The report will be provided within two weeks of the completion of the review. At Client's request, Acquia willprovide a read-out of the report's results with project stakeholders to ensure the business risks and technical suggestions areclearly understood and prioritized appropriately.

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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 againstrecognized best practices. In the event that the review uncovers issues, Acquia will propose recommendations to Client'sdevelopment team to address these issues. At the conclusion of the review, Acquia will provide a performance assessmentreport with findings of the review, along with recommendations to further improve performance and scalability, The report willbe provided within two weeks of the completion of the review. At Client's request, Acquia will provide a read-out of the report'sresults with project stakeholders to ensure the business risks and technical suggestions are clearly understood and prioritizedappropriately.

6. LSD ASSOCIATE MEMBERSHIP. If ordered by Client under an Elite Support Subscription or Site Factory Elite Subscription andis included on Client's Order, Client will receive an associate membership in Acquia's LSD Program. The goal of the LSD Programis to build a community within the Drupal community by allowing large-scale Drupal users to collaborate. The LSD Program'spurpose is to improve Drupal by leveraging economies of scale to address the toughest challenges with the Drupal platform and todrive 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 Membermeetings are held in ether North America or Europe and are typically co-located with larger Drupal events to foster communityengagement. Industry experts and Drupal leadership are invited so speak on topics suggested by LSD Members. Clientrepresentatives 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 havean opportunity to speak with Drupalleadership and subject matter experts. Webinars will also include product reviews of newand upcoming Drupal features.

As a LSD associate member, Client agrees that information shared at LSD meetings will be considered confidential informationgoverned by the confidentiality provisions included in the Master Services Agreement. Client also agrees not to actively solicit foremployment other LSD members' representatives.

7. REMOTE SITE ADMINISTRATION. Remote site administration services are included in Elite and Enterprises SupportSubscriptions and Site Factory PaaS Tier Subscriptions and may be purchased as an add-on service to Pro Plus SupportSubscriptions if indicated on Client's Order.

Acquia's remote site administration ("RA") service provides for Acquia to handle typical and routine administration tasks by remoteaccess and includes normal maintenance tasks and minor Website modifications that would typically be handled by an on-siteadministrator 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 willprovide 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 differentadministrative accounts having different passwords and other security measures as needed to limit the access of Acquia's remoteadministrator to just the systems required to perform the services. RA services are provided for the Website(s) and major Drupalversion(s) listed on Client's Order.

Website modification tasks are limited to those that may be accomplished within the Average RA Service Hours. Websitemodification tasks include making minor and occasional functionality adjustments typically needed for an operating site. Sitemodification tasks outside this scope of services need to be handled by Client, through Acquia's Professional Services at additionalcost, 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 ormore developmentltesting servers to facilitate the testing and deployment of updates in connection with this service. Acquia willassist with configuring three QNdevelopmentitest servers to support the test and deployment process using a code repository andrevision control.

Client's understands that the Website(s) include various interoperating technology components, including but not limited to anoperating system, database, web server, Drupal core modules, and customized Drupal extensions. It is also understood by Clientthat in performing the services, and speclfically providing Drupal and website administration, updates, patches, changes andimprovements to anyone of the components may affect the operation of any or all of the other components. When such an eventoccurs, 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 themaximum may result in a fee adjustment.

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ACQUIO"7.1 In-Scope Activities. The types of Drupal administration tasks that are typically within the scope of RA services are:

o Security updates for Drupal core and Client moduleso Module installation and configurationo Module feature updates on requesto Creation and modification of views and content typeso Performance tuning as can be done via the user interface (UI)o Implementation of version controlo Recommendations for bug fixes to modules installed on Client's Website(s)

Client is responsible for performing all quality assurance testing and making the decision to move changes to Client'sproduction environment.

7.2 Out of Scope Activities. Certain website maintenance activities required to properly maintain a fully functioning website arenot within the scope of RA services and must be handled by Client. Client may engage Acquia's Professional Services groupat additional cost to perform website maintenance tasks not covered by RA services. Acquia does not currently support RA forMicrosoft Windows-based environments. These tasks include but are not limited to:

• Major version upgrades of Drupal or modulesMajor version upgrades of Views, CCK, or other modulesCustom module or theme developmentSignificant changes to the design or architecture of the Website(s)Building a new websiteData migration from other websites, systems, or versions of Drupal to the Website(s)In-depth performance or security analysisContent management, creation, or translationGraphic designUsability or accessibility testingSite load testing if expressly included in Client's Order

••••••••••

Acquia will not configure, diagnose, administer or repair:

• DNS or domains namesNon-Acquia cloud hardwareSoftware not directly related to running DrupalIntegrations - (will diagnose up to the Drupal integration point)

•••

8. ACQUIA NETWORK SERVICES. Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS Subscriptionsinclude 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 Toolsare subject to change during the Term without notice to Client. Certain of the Acquia Tools include Publicly AvailableSoftware. Client acknowledges that Publicly Available Software is licensed to Client under the existing terms of suchlicense(s). Subject to Client's compliance with these terms and conditions and the Master Services Agreement, Acquia herebygrants to Client a non-exclusive, non-transferable, revocable license for Client and its Users to access and use the AcquiaTools solely for purposes of utilizing the Services. This license is restricted to use by Client and its Users and does not includethe right to permit any non-User to access or use the Acquia Tools. All rights not expressly granted to Client are reserved byAcquia 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 Searchbeyond stated subscription limits will incur additional charges. When using Acquia Search, Client may not place excessiveburdens on Acquia's CPUs, servers or other resources, including customer support services. Client understands thatbandwidth connection speeds and other similar indices of capacity are maximum numbers. Consistently reaching thesecapacity numbers or use that exceeds the use by similarly situated customers may result in (a) Acquia's need to placerestrictions on Client's use of the Services, and/or (b) Client being moved to a dedicated server for Acquia Search at Client'sexpense.

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Search Queries Ief Term

1,500 2,500 MBDocuments 150,000 250000

5,000 MB500,000

1,000,000 10,000,000 50,000,000

Total Disk S ace

8.3 Third Party Services. As part of Pro Plus, Enterprise and Elite Support Subscriptions and Site Factory PaaS TierSubscriptions, Acquia provides Client access to Third Party Services. Client may opt to use any, all or none of such ThirdParty Services at its sale discretion. Use of Third Party services is optional and does not affect, in any way, Acqula's ability toprovide 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 ThirdParty Service even if such provider is certified by Acquia or identified as a select or premier Acquia partner (or similardesignation) and Acquia will not be responsible to Client in any manner for any Third Party Service. Acquia does not provideany 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) throughthe support request and management tools made available to Client by either:

o Online Ticket: Client will make requests of Acquia support through Acquia's online ticket management systemaccessible via the Acquia Network on acquia.com.

a 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 athttp://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, anddesignate the level of urgency of the request as Critical, High, Medium, or Low pursuant to the urgency categories setforth 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 asneeded 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 orrequest.

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 willautomatically 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 priorityresponse.

o Phone: When filing a Critical request via phone, press 6 from the main menu. This is a silent option not listed in the voiceprompt. Client will be directed to the Critical Support voicemai!.Client will leave a message with the name and phone

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number of the technical contact to be contacted, Website name, and a description of the issue. Also include a cleardescription of the symptoms and any actions taken which may be related to the cause or attempted remedies.

o Acquia's on-call staff will take the following actions:o Contact the Client reporting the issue or as otherwise designated.

o Issue regular Client and internal updates until resolution.

o Initiate technical and management escalations as described below in Section 10.3 if progress is blocked.

10. SERVICE LEVEL AGREEMENT FOR SUPPORT SUBSCRIPTIONS

10.1 Request Urgency

Client will submit support ticket requests using the level of urgency based on the criteria set forth below. If Acquia believes ingood faith that Client has submitted a ticket under the wrong urgency category, Acquia will contact Client and the parties willmutually agree on the level of urgency for such ticket.

CriticalIssues that directly impact launch of Website or the production Website is inoperative; orClient's business operations or productivity are severely impacted with no available workaround;or is critical security issue.

Website is operating but issue is causing significant disruption of Client's business operations;workaround is inadequate.High

Website is operating and issue's impact on the Client's business operations is moderate to low;a workaround or alternative is available.Medium

Issue is a minor inconvenience and does not impact business operations in any significant way;issues with little or no time sensitivity.Low

10.2 Maximum Initial Response Time

Acquia's initial response time for requests depends on the urgency of the request and the level of support. Most typical orroutine requests are identified as "Medium" urgency. Acquia will respond to Client support ticket requests within the timeperiods set forth below:

Critical 1 hour 1 hour 30 minutes

High

2 hoursMedium

Low

2 hours 2 hour 1 hour

4 hours 4 hours

1 business day 1 business day 1 business day

10.3 Resolution and Escalation Procedures

In response to Client's request for support, Acquia will work diligently to develop a fix or a workaround in the most expedient mannerreasonably possible, and will work continuously on all Critical issues until such fix or workaround is in place. If at any time Client is notsatisfied with the current plan of action for an active issue, Client may request that it be escalated to Acquia management directlythrough 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 isnotified 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 drivingyour 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 thesesituations receive management attention immediately.

10.4 Request Submission and Fulfillment Procedures.

The Primary Client Technical Contact will submit up to six (6) names of authorized Client Technical Contacts to Acquia. ThePrimary Client Technical Contact may change its Client Technical Contacts (but not the number) by providing written notice toAcquia. Primary Technical Contacts must be able to provide Acquia with information required to complete issue diagnosticsand instruct the implementation of Acquia's recommendations. Only authorized Client Technical Contacts may place aservices request with Acquia. All requests will be submitted via phone or the online tickets system to Acquia. All authorizedcontacts must be capable of providing Acquia with information required to complete issue diagnostics and able to implementrecommended actions. Phone conversations to discuss or clarify requests for anything beyond simple, straightforwardchanges are accepted and encouraged. Decisions and requests made by phone will be confirmed by email or website ticketsbefore action is taken to ensure clarity and proper authorization of the request. Acquia will use reasonable efforts to promptlyinform Client if any Client request requires work beyond the scope of these terms. Completed requests will be confirmed withthe Client by website ticket. Where applicable, Client will make all relevant Website content and application data available inelectronic form and on an agreed-to schedule as required by Acquia to complete requested work in a timely fashion. Client willinform Acquia of any changes made independently by the Client to the Website(s), or to any component on which theWebsite(s) depends, upon completion of such changes. Client retains responsibility for maintaining any infrastructure nohosted by Acquia.

11. COOPERATION AND ACCESS. Client agrees to cooperate, as set forth in each Order or SOW, with Acquia to the extentnecessary for Acquia to perform the Services. Client shall provide Acquia with access to Client's personnel listed on each Order orSOW (as applicable). Any delays resulting from Client's failure to perform or fulfill its responsibilities (such as not having systemsready 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 athttQ;//www.acquia.com/sites/def~ultJfiles/c.ollateral/cloud-product-sheet.pQf.Client is entitled to up to six (6) Users. Acquia conductsdaily backups of the Website(s). Clients with Pro Plus, Enterprise and Elite support subscriptions may also process on-demandbackups 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 usecommercially reasonable efforts to prevent unauthorized access to the servers hosting Client's Website(s) and will promptlynotify Client of any known security breaches. Client may submit an unlimited number of support requests related to Acquia'shosting infrastructure via the processes described above in Section 9 of the Acquia Support Services section of this Guide andsuch tickets will not be counted towards Client's support ticket allotment as long as the root cause of such an issue shows thatthe 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 alight 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 orengage Acquia at its standard professional services rates to fix the blockers. If Client determines not to correct any launchblockers identified by Acquia, any unavailability due to such launch blockers will not be counted when determiningunavailability of the site pursuant to Section 2.7 below.

2.4 Acquia Cloud Enterprise Hosting includes the following web server administration tasks:

o Review system logs to diagnosis issues or upon requesto Adjustments to Apache, MySQL, and PHP configuration including

changes for service diagnostics, and deploy new sites/docrootsapache.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 systemo LAMP stack changes pertaining to performance tuningo Installing or upgrading server applications

2.5 Backup and Disaster Recovery for Acquia Cloud Enterprise and Site Factory

2.5.1 Data Centers. Acquia Cloud Enterprise and the Site Factory Platform utilizes Amazon's AWS infrastructure, which isphysically remote from Acquia office facilities. A disaster affecting one or more of Acquia's offices would not impactthe availability of Client Websites or the security of Client data. Amazon's Web Services CAWS") environmentconsists of major Regions and Availability Zones. AWS Availability Zones are separate yet interconnected datacenters within major Regions in Amazon's global AWS infrastructure. Acquia Cloud Enterprise and the Site FactoryPlatform utilize a highly available redundant architecture which distributes replicated redundant server types (loadbalancing, caching, web and database servers) across multiple Availability Zones within the same Region. Acquiawill use best efforts to restore the services in an alternate Availability Zone within the same Region (or alternateRegion if multi-Region Failover service has been purchased) in the event service in Client's assigned AvailabilityZone (or Region) is severely impacted.

2.5.2 Backups. Acquia will maintain a comprehensive database backup solution which includes, without limitation, websitecode, static assets/files, and databases. Integrated backup facilities utilize Amazon's Elastic Block Store and SimpleStorage Service. Acquia will automatically export MYSQL database one time per day and retain these backups forthree days. Additionally, for Acquia Cloud Enterprise only, Client may make on-demand backups of any database atany time on the workflow tab of the Acquia Cloud UI, or via SSH/SCP. Acquia will retain these on-demand backupsfor Acquia Cloud Enterprise customers until Client chooses to delete them and such back up will count against thestorage space of Client's account. Client may download these database backups as weI! as restore a previous

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ACQUIO"backup on the Backups tab of the Acquia Cloud UI. At the Drupal code layer, Client developed code may bemanaged and deployed by Client via Acquia's Subversion (SVN or Git) code repository service (only Gil is applicableto Site Factory PaaS subscriptions). This service allows for roll back and re-deployment of Drupal code, effectivelybacking up the Drupal layer so that the site code may be re-deployed to a new web server instance as needed. Inaddition, Acquia conducts daily backups of Website(s) files and maintains a complete and current copy of eachWebsite 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, andmonthly thereafter.

2.5.3 Disaster Recovery. Acquia Cloud Enterprise and the Site Factory Platform make internal disaster recoverysnapshots of all Client data every hour and retains these snapshots on a diminishing schedule for three months. Inthe unlikely event of a total data center loss or a loss of multiple disk systems, these backups will be used to restoreClient Website(s) at another location within the same Region. Acquia does not provide Client access to thesebackups 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 toClient's usage become overloaded due to greater than normal usage, Acquia will so notify Client and will takereasonable actions to increase the server capacity in an effort to maintain site performance, Client agrees thatAcquia can unilaterally elect to add capacity up to three times the contracted capacity and that for Acquia CloudEnterprise customers only, the excess capacity will remain provisioned for a minimum of five (5) calendar days. TheFor Acquia Cloud Enterprise subscriptions, such additional capacity will be billed at then current daily rates. For SiteFactory subscriptions, additional capacity will be billed based on Acquia's current pricing per 1,000 page views permonth set forth in Client's Order. Acquia will also make reasonable efforts to contact Client when it is determined aserver upgrade is needed. Acquia reserves the right to not provision additional server capacity if it determines thatadditional capacity is unlikely to significantly improve performance, including, without limitation, when the overload iscaused by an error in Client's software (e.q., PHP code), Client's configuration of the Site Factory Platform, SiteFactory Platform Drupal Instance, Client Drupal Instance or during a denial-of-service attack. Acquia reserves theright 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 toincrease their server capacity at any time. Any Client requests for provisioninq additional servers will be billed at thethen current daily rates for a minimum of five (5) calendar days. If Client requests additional capacity for twoconsecutive months, such capacity will remain at such level unless Client requests otherwise in writing to Acquia.

2.6.3 Page View Tracking for Site Factory. Subscriptions. Client agrees to allow Acquia to place a Google Analyticstracking code (or a mutually agreed upon equivalent) on each page of Website(s) to track page views per monthacross 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 makeClient's production Website(s) available for 99.95% of the time in any calendar month. Unavailability means thatAcquia's web hosting service or the Site Factory Platform is unresponsive or responds with an error.

Availability will be calculated per calendar month, as follows:

[(total - nonexcluded - eXclUded) ]* 100 ,,99.95%

total - excluded

Where:total means the total number of minutes for the calendar monthnonexcluded 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-partyextensions/modules made available through the the Acquia Network or the Site Factory Platform, DrupalModules with Site Factory PaaS Tier, missing Client Content, errors caused by Client code or Drupalconfiguration errors, or usage capacity in excess of the Client purchased amount.

o Any outages lasting less than 1 minute but no more than 3 such outages in a 24 hour period.

o Any outages related to emergency maintenance to Client's Website(s) (e.g., to install security fixes).

o Any outages resulting from scheduled maintenance (typically 11pm to 7am at the datacenter location identifiedon Client's Order), if Acquia notified Client 48 hours prior to the commencement of the maintenance work(there will be no more than two (2) hours of scheduled maintenance downtime per calendar year).

o Unavailability that relates to any malware, viruses, Trojan horses, spyware, worms or other malicious orharmful code in the Website that (i) was not introduced by Acquia or (2) was not introduced as a result ofAcquia's failure to perform the Services in compliance with the standard included herein or in the MasterServices 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 remainavailable will not constitute unavailability of the Website, so long as the unavailable features or functions are not, inthe 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 ofunavailability Client will receive a one day extension of their subscription. To properly claim an extension, Client mustinform Acquia within fifteen (15) days of the purported outage and provide a full description of the Serviceinterruption, including logs if applicable.

2.7.4 If Client has accumulated subscription extensions during two consecutive months or three months in any six monthperiod, then Client may terminate the applicable Order upon seven (7) days advance written notice to Acquia. IfClient 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'senvironment (including the underlying code) where, despite reasonable notification from Acquia that such flaws areadversely impacting availability, Client fails to correct such flaws, then Acquia may terminate the applicable Orderupon 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 remedyand 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 anydisruption, 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 doesnot guarantee the accuracy, integrity or quality of Client Content or source code of the Website(s). Client retainsownership of all right, title and interest in and to all Client Content. By using Acquia's services, Client approves ofAcquia's right to access, retain, use and disclose Client Content solely for the purpose of providing Serviceshereunder.

2.8.2 Client has all necessary rights and authority in the Client Content to store and retrieve the Client Content. Clientagrees not to use the Services in any manner other than as specified herein including not to store, transfer or distributefiles 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 therights of any copyright owners, violating any applicable laws or violating the terms of any license or agreement towhich 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 theServices, the servers or any activity being conducted on the servers, (b) store or transmit infringing, libelous orotherwise unlawful or tortious material on the Website(s), or store or transmit material in violation of third-party privacyor 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 owndiscretion, 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 policieslisted above or in Client's Order. If Client becomes aware of any violation of its obligations hereunder, Client willimmediately terminate such User's access to the Website(s). If Acquia suspends Client's access to the Acquiaservices, (a) Client remains responsible for all subscription fees, (b) Client will not be entitled to any extension of theirsubscription pursuant to Section 2.7.3 above, (c) Acquia will not erase any Client Content as a result of the suspensionexcept 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 Servicesunless the unauthorized access or use results from Acquia's failure to meet its obligations hereunder. Client isresponsible for the use of the Services by its employees, consultants and any other person to whom Client has givenaccess to the Services, and any person who gains access to Client's data or the Services as a result of Client's failureto 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 ClientContent only on or in conjunction with the hosting of the Website(s) In accordance with the terms of the applicableOrder. Client grants no rights other than expressly granted herein, and Acquia will not exceed the scope of itslicense hereunder.

2.8.7 Acquia Cloud, Client understands that load balancer machines provided in Acquia Cloud are shared betweenmultiple 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 suchenvironments are only for low impact testing and development activities. Should Client's use of the shareddevelopment or staging environment adversely impact server performance, Client will be required to move to adedicated environment and will need to pay the associated server fees. Furthermore, Client will not perform any loadtests or vulnerability tests on live Website(s) unless it has purchased dedicated servers and will provide Acquia at leastfive (5) business days advance notice of any such testing.

2.8.9 Acquia Cloud Enterprise. If Client regularly consumes (e.g., more than two times in any week) more than 20% of theshared server capacity (cpu, memory, disk, PHP processes) assigned to Client based on the information provided toAcquia on the Hosting Questionnaire included as part of Client's Order, Client understands that Acquia may provisionadditional 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, serversor other resources, including customer support services. Client understands that bandwidth connection speeds andother similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers may result inAcquia's need to place restrictions on Client's use of the Site Factory Platform services. Client further agrees thatAcquia may place restrictions on Client's use of the services, including support services, to the extent they exceed theuse of these resources for similarly situated customers.

3. ACQUIA CLOUD SITE FACTORY SERVICES

3.1 Acquia will provide the Site Factory Platform to Client on Acquia's managed infrastructure. Acquia grants to Client a non-exclusive, non-transferable license to use the Site Factory Platform during the term set forth in the Order. Client understandsthat the Drupal code included in the Site Factory Platform is open source code and that the license granted to it hereunder issubject to the terms of the Drupal license terms under the relevant GPL license. Client further understands that certainportions 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 SiteFactory Platform during the Term. Acquia will use commercially reasonable efforts to prevent unauthorized access to theservers 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 isaccessed through a browser-based user interface. SaaS Tier subscriptions allow Clients to (a) perform administrative actionssuch 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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ACQUIC"

customize the Site Factory Platform Drupal Instance through the addition of contributed or custom Site Factory DrupalModules.

3.4 Site Factory SaaS+ Tier Subscriptions. Acquia will provide a turnkey website building and management system that isaccessed through a browser-based user interface. SaaS+ Tier subscriptions allow Clients to (a) perform administrative actionssuch 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 FactoryPlatform Drupal Instance, and (c) request the deployment of Site Factory Drupal Modules to the Site Factory Platform DrupalInstance 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 SiteFactory Platform to Client pursuant to Section 2.7. Acquia will update Certified Client Site Factory Drupal Modules and ensurethat 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 accessedthrough a browser-based user interface. Site Factory PaaS Tier subscriptions allow Client to (a) perform administrative actionssuch 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 FactoryPlatform Drupal Instance, and (c) customize the Site Factory Platform Drupal Instance through the addition of Site FactoryDrupal Modules. Customization of Site Factory Platform Drupal Instance requires Client to merge the Site Factory DrupalModules' code with the Site Factory Platform Drupal Instance code, resulting in a Site Factory Client Drupallnstance. Client isresponsible for maintaining and testing the Site Factory Client Drupal Instance in the Site Factory Platform stagingenvironment, and deploying Site Factory Client Drupal instance to Website(s) through the Platform. Acquia will Update SiteFactory PaaS Tier. Client will Update and test Site Factory Drupal Modules, Site Factory Client Drupal Instance, and deploysubsequent versions of the Site Factory Client Drupal Instance to Website(s).

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ACo.uIO"

ADDITIONAL SERVICESIf 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, Hamor Unsure classification. Through the Account, Client will create an access key pair for each of the Client Websites. Clientcannot 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 notrequired to solve a CAPTCHA. The CAPTCHA is invoked for three specific use cases: (i) upon user registration, when nocontent can be classified, (ii) when Mollom is unable to classify a user, and (Hi) when a site owner using Mollorn opts for moreprivacy, and Mollom isn't allowed to audit all content. Such events will prompt Client Websites to ask Mollom's CAPTCHAserver for an audio or visual CAPTCHA challenge to present to the user. If the response is correct, the content will beaccepted. 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 theprocessing of User Data, Client will be considered a "controller" and Acquia will be considered a "processor" as defined in theData Protection Act. Acquia will not use any User Data it processes for purposes outside the scope of these terms. Upontermination of the Mollom subscription, Acquia will retain the right to use the User Data for the sale purpose of improvingMollom.

1.5 Mollom Service Levels.

1.5.1 Acquia will use commercially reasonable efforts to ensure that Mollom is available to Client 99.9% of the time in anycalendar 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 thirdparties engaged by Client; (iii) outages caused by programming errors in Client's Website(s) or by programming bugsin the third-party extensions/modules; (lv) outages caused by the fact that Client's Website(s) did not implementAcquia's client-side load balancing mechanism as specified in the Mollom Client API; (v) outages that are notreported within five (5) days; and (vi) outages from Acquia scheduled maintenance of Mollom where Acquia did notifyClient 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 ofunavailability Client will receive a one day extension of its Mollom subscription. To properly claim an extension, Clientmust inform Acquia within fifteen (15) days of the purported outage and provide a full description of the Mollominterruption, including logs if applicable. If Client has accumulated subscription extensions during two consecutivemonths or three months in any six month period, then Client may terminate the Mollom portion of its Subscriptionupon seven (7) days advance written notice to Acquia.

1.6 Client Obligations.

1.6.1 In order to use Mollom, Client must create a Mollom account on the mollom.com website in order to receive ausername and password. Client will only provide true and accurate information for its Mollom account and willpromptly update such information as necessary. Through the Account, Client will create an access key pair for eachof 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 toprocess the User Data for antl-sparn purpose, as described in these terms. Client will at least publish a message thatinforms visitors that "by posting a message, you accept that your message and other personal details about you willbe 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 visitorsabout 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 IPSecLAN-to-LAN VPN connection to be established between the Acquia Cloud Enterprise infrastructure and the Client's privatenetwork. This connection will enable secure interaction between the Client's Web Site(s) and their internal IT systems, such asCRM, etc. The solution provided will be hosted on Amazon's EC2 cloud during the term of the applicable Order and will make useof CohesiveFT's VPN-Cubed Datacenter Connect solution. Set-up includes configuring the connection between Acquia Cloud andone 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 (ifneeded) with proper placement of the related files in your environment and provides advice regarding installation of the requiredDrupal modules. This service does not include troubleshooting LDAP directories, configuration required to complete theconnection 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 andis limited to one docroot. Fees for this service cover environment and application set up preparation, ongoing support andoperational service, coordination and restoration of service during outages, and development on improving the service, MultiRegion Failover requires Clients to utilize a third party CDN in order to achieve failover in the event of primary Region loss. Clientis responsible for performing the lailover upon Acquia recommendation during a Region outage. Client may be required toimplement Acquia recommended application changes to ensure optimal Multi Region Service and support. Client must provideAcquia with at least live (5) business days advance notice belore electing to add an additional docroot to this service.

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DEFINITIONS

Any terms used in this Guide but not defined here will have the meaning ascribed to such term in the Master Services Agreementbetween Acquia and Client.

1. "Acquia Inalqht" means the Drupal diagnostic tool created by Acquia and included as part the Acquia Network that provides realtime 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 forDrupal websites. as well as Drupal-optimized cloud hosting plattorm.

4. "Acquia Search" means the fully managed SaaS search offering created by Acquia and included as part of the AcquiaNetwork 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 athltp:/!acquia.com!produ,ts-services!acquia-network and includes, without limitation, Acquia Search, Acquia SE~ Grader, AcquiaInsight and Mollom Developer.

6. "Apache" means the freely available web server that is distributed under an open source license.

7. "Availability Zones" means the distinct physical locations that house the AWS data centers and which are engineered to beinsulated from failures in other Availability Zones and provide low latency network connectivity to other Availability Zones in thesame Region.

8. "AWS" means Amazon web services.

9. "CAPTCHA" stands for "Completely Automated Public Turing test to tell Computers and Humans Apart." It is a type of challenge-response test used to determine whether a user is human. This is done by asking a user to solve a challenge that is hard forcomputers, but relatively easy for human beings. Acquia currently supports both image and audio CAPTCHAs.

10. "CON" means a content delivery network provided by a third party.

11. "Certified Client Drupal Modules" means the Drupal Modules that have been certified by Acquia through an Acquia ProfessionalServices engagement

12. "Client Content" means content of the Website(s) and files and data associated therewith.

13. "Docroot" means the directory on a computer (with an installed version of Drupal) that contains Drupal's core code files.

14. "Drupal Modules" means Client-selected contributed or custom Drupal modules.

15. "Git" means a distributed revision control and source code management system with an emphasis on speed.

16. "Ham" means positive content and is automatically published.

17. "LAMP Stack" means the solution stack of free, open source software. The acronym LAMP refers to the first letters of Linux,Apache, MySQL, and PHP.

18. "LSD Program" means Acquia's Large Scale Drupal Program as further described in Section 6 of the Support Services section.

19. "Mollom" is a text filtering and content analysis web service that analyzes the quality of content posted to websites includingcomments, contact-form messages, blogs, forum posts, etc. Mollom screens contributions to Client's Websites to help preventinappropriate user-contributed content from posting to Client's Websites. Acquia provides Mollom to Client as a web service.

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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 Client will adhere to when using the Acquia API found at:http://mollom.com/usage-=guideliQ.~§

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 byreference, the terms and conditions of the Master Agreement, and to which no other terms apply.

23. "PHP" means the open source server-side scripting language designed for web development to produce dynamic web pages.

24. "Platform Drupallnstance" a production environment through a Drupal 7-based web site builder.

25. "Publicly Available Software" means any open source software, free software or any similar software.

26. "Regions" means the various geographic areas in which AWS infrastructure 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 hostinginfrastructure.

28. "Site Factory Platform Dashboard" means a management dashboard.

29. "Site Factory Platform Drupallnstance" means a production environment through a Drupal I-based web site builder,

30. "Site Factory Platform Version Control" means the Git version control application.

31. "Site Factory Client Drupallnstance" means a version of the Site Factory Platform Drupallnstance that has been customized bythe Client or on behalf of the Client.

32. "Site Factory Drupal Modules" means Drupal contributed and custom modules added to the Site Factory Platform DrupalInstance to create the Site Factory Client Drupal Instance.

33. "Spam" means negative content and is automatically blocked.

34. "Subversion" or "SVN" means the software versioning and revision control system distributed under an open source license.

35. "Term" means the term of the Subscription indicated on Client's Order.

36. "Third Party Services" means the free or discounted subscriptions to certain third party services identified on Acquia's website athttp://acquia.com/products-services/acquia-network, and are subject to change during the Term without notice to Client.

37. "Unsure" means anything between Ham and Spam. Acquia does not recognize the user, they are shown CAPTCHA's, and theClient gets to decide if the content is automatically published, blocked, or sent for manual moderation.

38. "Update" means the deployment of a subsequent release of the Site Factory Platform or Site Factory Platform Drupal Instance thatAcquia generally makes available at no additional license fee. With SaaS+ Tier subscriptions, "Update" also includes DrupalModules. Updates are provided when available as determined by Acquia. Acquia retains the right to deploy updates Mondaythrough Friday, between 11pm - lam data center local time.

39. "User" means any of Client's employees, consultants, contractors or agents authorized to use the services provided by Acquia inaccordance with this Guide.

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40. "User Data" means any personal data (such as messages. IP addresses, domain names, nicknames, email addresses, OpenlD,etc.) analyzed by Mollom.

41. "Website(s)" means the websites identified in the Client's Order.

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Appendix E

PRICING

The parties agree that this Exhibit 3 to Appendix B is incorporated into the Contract by and between the Cityof 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 theContractor at the pre-negotiated prices outlined herein. Such prices shall be valid for all purchases on theServices outlined below, made within ten (10) years from execution of the Agreement (the "Opt-In TimeFrame"). All additional Services are subject to the Contractor receiving fully executed Exhibits or SOWswithin the Opt-In Timeframe. Any terms used herein but not defined shall have the meaning ascribed to suchterm in the Agreement.

Pre-Negotiated Prices:

During the Opt-In Time Frame the prices for the Services outlined below shall be as follows:

Services Description Year 1 Year 2-5 Year 6-10 FeesFees

Site Factory/Support • Up to 1M page views per $90,000 n/e n/aSubscriptionPaaS month annuallySmall without TechnicalAccount ManaaerSite Factory/Support • Up to 1M page views per n/a $130,000 $130,000 + greaterSubscriptionPaaS month annually of 5% or CPISmall with Technical • Technical Account annuallyAccount Manager Manager, up to 10 hours

oer monthSite Factory/Support • 1M to 5M page views per $202,500 $202,500 $202,500 + greater ofSubscriptionPaaS month annually annually 5% or CPI annuallyMedium • Technical Account

Manager, up to 10 hoursner month

General Consulting • 1 week $16,500 $16,500 $16,500 + greater of• 1 consultant 4% or CPI

Site Factory Jumpstart • 2 weeks $33,000 $33,000 $33,000 + greater of• 1 consultant 4% or CPI

• on-siteSite Factory Theming • 2 weeks $33,000 $33,000 $33,000 + greater ofJumpstart • 1 consultant 4% or CPI

• on-site for first week onlvArchitecture Workshop • 1 week $16,500 $16,500 $16,500 + greater of

• 1 consultant 4% orCPI• on-site

Automated Testing • 1 week $16,500 $16,500 $16,500 + greater of• 1 consultant 4% or CPI" on-site

Performance Audit • 1 week $15,000 $15,000 $15,000+ greater of• 1 consultant 4% or CPI

• remoteSecurity Audit " 1 week $15,000 $15,000 $15,000+ greater of

" 1 consultant 4% or CPI.. remote

Migration Jumpstart " 2 weeks $33,000 $33,000 $33,000 + greater of• 1 consultant 4% or CPI• on-site

Site Launch Workshop " 1 week $16,500 $16,500 $16,500 + greater of• 1 consultant 4% or CPI