HomeMy WebLinkAboutAgreementPROFESSIONAL SERVICES AGREEMENT
Disaster Recovery Services
This Agreement entered into this 1st day of June, 2003, by and between The CITY of
Miami, a Municipal Corporation of the State of Florida, (the "CITY"), and SunGard Recovery Services,
LP., a State of Pennsylvania limited partnership also registered in the State of Florida, ("SunGard").
WITNESSETH
WHEREAS, with the constantly increasing dependency the City has upon automated information
technology processes, it is vital that the City implement a disaster recovery plan and process which can
adequately address the most critical automated functions. Currently, the City is not in compliance with
audit requirements and is at risk for loss of revenue, loss of records, and faced with he potential inability
to complete its payroll process in a timely fashion if the City suffers a system failure and/or disaster that
affects its Information Technology infrastructure. In the event of major hardware platform going down,
the City will potentially lose days to weeks of use of that equipment thereby severely impacting the
City's automated information technology processes. Some of the critical functions that are at risk and
have significant daily cost associated with there down time include: public safety dispatch, financials,
billing, payroll, and accounts receivables. In the event ofa major event/ disaster, such as a hurricane, the
City is at risk of losing not only the use of the hardware but also the facilities and communication
network currently in place; and
WHEREAS, the CITY has been offered the same terms and conditions and pricing, further
discounted by SunGard as in SunGard's State of Florida contract, No. 974-060-03-1; and
WHEREAS, the Procurement Ordinance of the CITY of Miami, in § 18-111, City Code allows
the CITY, in lieu of other procurement procedures, to accept a competitive bid secured by the state or
any other governmental agency, subject to the Chief Procurement Officer's determination, that the
contract was entered into pursuant to an acceptable competitive process and approval by the City
Commission; and
WHEREAS, SunGard is one of the most renown and reputable firms selected by the State of
Florida to provide Disaster Recovery services and SunGard and the CITY wish to execute this
Agreement to set forth the terms and conditions of the engagement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the CITY and
SunGard agree as follows:
TERMS
1. Recitals. The recitals and all statements contained therein are hereby incorporated into and made a
part of this Agreement.
2. Term. The term of this Agreement shall be five (5) years, commencing on the date hereof and
ending five (5) years thereafter (the "Expiration Date"), subject, however, to the provisions of
Sections 6 and 7 hereof.
3. General Terms. SunGard's proposal and offer to the City is pursuant to the terms, conditions, and
pricing of State of Florida Contract No. 974-060-03-1. SunGard's proposed Contract with the City
includes the Terms and Conditions pursuant to State of Florida Contract No. 974-060-03-1, which is
deemed as being incorporated by reference herein as though set forth in full, along with the
following: (1) This agreement; (2) Exhibit A - Scope of Services - proposed to provide to the City of
Miami; (3) Exhibit B - Planning Solutions, to include Recovery Fast Track Service; Data Center
Recovery Plan, and PreCovery; and (4) Exhibit C - Fee Structure - per the State of Florida contract.
SunGard, along with the City, will execute this Contract prior to commencement of work and the
issuance of a Purchase Order.
4. Offered Services by SunGard. In order to meet the critical needs of the City, SunGard will provide,
at minimum, the following services: (1) Disaster Recovery Planning Advisory Services and
documentation; (2) Hot -Site contract for the provision of critical IT equipment at time of Disaster,
defined as any unplanned event or condition that renders the City unable to use a location for its
intended computer processing and related purposes. This Contract includes the shipment of critical
equipment, as defined by the City, to the City via mobile means; fully furnished work positions for
critical personnel both at the Mobile Data Center and Hot -Site; multiple Hot -Site locations around
the country, including a location in Orlando, which will allow for regional disaster planning; (3)
network access to hot -site equipment via a T1 dedicated / on -demand circuit and T1 interne.
bandwidth; (4) provision of 48 hours of disaster recovery test time each contract year, at a SunGard
Recovery Center; and (5) provision of test assistance services to help ensure recoverability testing
success prior to test execution.
Disaster Recovery Plan: To help ensure the City is able to recover at time of Disaster, and in the
shortest possible period of time, the City must create and maintain a Disaster Recovery Plan (DRP).
SunGard will develop the DRP with the critical hardware software, applications, and network
(already defined by the City) along with recovery scripts, defined personnel, processes, business
impact analysis, emergency escalation procedures and additional strategies the City must employ at
time of Disaster to help ensure minimum operational downtime and operational feasibility. SunGard
will also provide the software used to create the Plan, to the City, so continuous updates can be
performed as the environment continues to change.
The services are further described in Exhibits A and B attached hereto and made a part hereof.
5. Costs and Proposed Schedule. It is estimated the City will commence the Recovery Services, and
the start of the DRP, on or about June 1, 2003. The estimated completion date will be September,
2003 for the first recovery Test and the completion of the DRP. These dates will be more clearly
defined upon contract execution. Invoices for Recovery Services will be submitted to the City on a
monthly basis, in the amount of $5,980.00; and the DRP will be invoiced at the rate of $39,375.00,
upon its acceptance by the City. Please refer to attached Exhibit C for more detail. The guaranteed
maximum cost to the City of Miami, inclusive of all fees and reimbursables, shall not exceed a first
year total of $115,000; consisting of a one-time development fee for the disaster recovery plan of
$39,375.00 and $75,000 in disaster recovery service fees. Annual disaster recovery service fees are
anticipated to be $75,000 for the term of the contract; however, the City Manager or his authorized
designee is authorized to reallocate City expenditures involving all contract amendments or
addendums with SunGard and vary the equipment, hardware and software provided to best fulfill the
needs of the City without the necessity of further City Commission approval as long as the total
guaranteed cost does not exceed $460,000 over the term of the contract.
6. Cancellation for Loss of Funding. If the City is dependent upon government funding for payment of
the Monthly Fees, and funds for future Monthly Fees are not appropriated or authorized by the
applicable legislature or other governing body, then the City may cancel the affected Schedule at the
end of the then current fiscal year by giving written notice of cancellation to SunGard at least ninety
(90) days before the end of such fiscal year. The City's cancellation notice shall include a
certification that the necessary government funds have not been appropriated or authorized. This
provision shall not be used by the City for the purpose of obtaining disaster recovery services from
another commercial vendor during the five (5) year term of this contract.
7. Termination for Cause. If either party breaches any of its obligations under this Agreement in any
material respect and the breach is not substantially cured within the cure period specified below, then
the other party may terminate this Contract or any Schedule(s) thereto, without penalty, by giving
written notice to the breaching party at any time before the breach is substantially cured. With
respect to a breach of SunGard's obligation to provide the Recovery Services to the City during a
Disaster, the cure period shall be five (5) days. With respect to all other obligations under this
Contract, the cure period shall be thirty (30) days after receipt of written notice describing the
breach.
8. Documents Property of City. All data, documents, reports, compilations, plans, writings and
materials prepared for the City pursuant to this contract shall be the sole and exclusive property of
the City and SUNGARD will promptly tender same to the City without additional charges.
9. Venue. If any dispute arises out of this Contract, the venue of any such dispute will be in Miami
Dade County, FL. The Parties agree that any and all applicable provisions of Federal, State of
Florida, Miami -Dade County and CITY laws, ordinances, rules and regulations shall govern this
Contract. The Parties further agree that should a dispute arise regarding the subject matter herein,
which results in litigation, each party shall be responsible for its own attorneys' fees and costs for
such litigation. In order to expedite any litigation the parties waive their rights to demand a jury trial
or to file a permissive counterclaim in any dispute between them arising out of this contract.
10. Notice. All notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by personal service, or by registered mail
addressed to the other party at the address indicated herein or as the same may be changed from time
to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on
the fifth day after being posted or the date of actual receipt, whichever is earlier.
CITY OF MIAMI: SunGard:
CITY Manager
444 S.W. 2" Avenue, 10th Floor
Miami, Florida 33130
Chief Information Officer
Attn: Peter Korinis
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
(305) 416-1550
CITY Attorney
444 S.W. 2"d Avenue
Suite 945
Miami, Florida 33130
SunGard Availability Services
Attn: Tim Cecconi, Account Executive
300 Primera Blvd. Suite 308
Lake Mary, FL 32746
(407) 833-4446
11. Amendments. No amendments to this Agreement shall be binding an either party unless in writing
and signed by both parties.
12. Miscellaneous Provisions.
A. Title and paragraph headings are for convenient reference and are not a part of this Agreement.
B. In the event of conflict between the terms of this Agreement and any terms or conditions
contained in any attached documents, the terms in this Agreement shall rule.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any
subsequent breach of the same or any other provision hereof, and no waiver shall be effective
unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the CITY of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order
to conform with such laws, or if not modifiable to conform with such laws, then same shall be
deemed severable, and in either event, the remaining terms and provisions of this Agreement
shall remain unmodified and in full force and effect.
E. SunGard shall maintain adequate records to justify all charges, expenses, reimbursable costs,
and fees incurred in estimating or performing any work or project under this Agreement for at
least three (3) years after completion of this contract.
F. Neither SunGard nor the City nor its employees shall have nor hold any continuing or
frequently continuing employment or contractual relationship that is substantially antagonistic
or imcompatible with the SunGard's loyal and conscientious exercise of judgment related to
this Agreement.
G. Preparation of this Agreement has been a joint effort of the CITY and SunGard and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than any other.
H. The parties agree there are no third party beneficiaries to this Agreement and that no third party
shall be entitled to assert a claim against either of them based on this contract.
1N WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed
this Agreement, the day and year first above set forth.
ATTEST:
KSY) -7(N .._ y: It .11.
fitness As ' - !4 elot
SunGard Recovery Services, LP
A Pensylvania Limited Partnership
V're ident
Witness
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
ATTEST:
PRI5CILLA A. THOMPSON
City Clerk
APPROVED AS T
CORRECTNE
AND
ALE� CI e1• orn . . r
APPROVED AS TO INSURANCE
REQUIREME S:
DIANNE E'+i CSON, Risk Management Administrator
Risk Management