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HomeMy WebLinkAboutC-2186,:= ai�,6 \ \o0 'm ASR Backup Seryice Agt`eement =' °s SunGard Pentamation Inc. 3 West Broad Street, Suite 1 Bethlehem, PA 18018 (Hereinafter referred to as "SunGard ") Hereby agrees to provide ASP Backup Service to: Client: City of Arcadia Contact: John Cuevas Title: City Treasurer (Hereinafter referred to as "Client ") SunGard hereby agrees to provide ASP Backup Service as described in Section I: Description of Service. For Client system tests and in the event of a Client declared disaster, SunGard will provide non - exclusive computer system usage as described in Section IV: Initial System Test, Section V: Annual System Test, and Section VI: Disaster Declaration and Processing. Note: in order to utilize the ASP backup systems in the event of a disaster, the Client must have access to the Internet. Description of Service The ASP Backup Service provides a nightly backup service for the Client's SunGard software database(s) and will allow the Client to remotely run their licensed SunGard applications listed in Appendix C in the SunGard Data Center in Bethlehem, Pennsylvania on a temporary basis via the Internet in the event of a disaster at the Client's location. SunGard will install software on the Client's server to transfer the Client's nightly data backups' to the ASP Backup System via FTP over the Internet. This software will compress the backup files generated by the existing backup procedures. The compressed file is delivered to the SunGard Backup system each night via secure FTP (File Transfer Protocol). The client will receive email each morning to report the success or failure of the transfer operation. The client must notify SunGard on a timely basis in the event of a failure so the problem can be diagnosed and corrected. The service includes an initial cataloging of well as initial and subsequent annual system SunGard software and access the data o support live, production processing. source code, data backup and storage, as tests to verify the Client is able to run their i the ASP Backup System sufficiently to ' The client must be running the SunGard provided backup utilities which backs up the data and metadata to disk. This backup utility will be modified to compress and transfer the disk "image" over the Internet. This will occur when the backups are for weekdays. Work performed on weekends at the client site will not be transferred until the backup process is run for the following Monday work. 08104-004 Page 1 / 0 Definitions Ll Software and SunGard Software — This service and agreement is limited to the SunGard proprietary applications OPEN SERIES', PlusSeries, and eShooIPLUS that are currently licensed by the Client. COGNOS Impromptu catalogs and report definitions may also be included, subject to the requirements stated in the Client Responsibilities section g. COGNOS Impromptu. No other applications, whether purchased from SunGard or not, will be covered under this agreement, e.g. word processing, internally written applications or reports, etc. Customer (User) Connection — Refers to a single end user connection to one of the above listed applications. ASP Backup System — Refers to the system in Bethlehem Pennsylvania maintained by SunGard for the purpose of storing data backups and running SunGard applications for clients declaring disasters under this agreement. DISASTER Refers to an event where the client's computer system used for production processing with SunGard Software becomes unavailable. This can be a catastrophic event, extended machine break down, data center relocation, etc. III. Implementation Services Pursuant to this agreement SunGard will complete the following: a. Installation and configuration of software on the Client's database server(s) to initiate a nightly file transfer of the Client SunGard data to the ASP Backup System b. Initial cataloging of SunGard source code in use on the Client's system c. Provide Client access to the ASP Backup System to verify the ASP Backup System will permit access to the Client's software and data as described in Section IV: Initial System Test IV. Initial System Test Client will provide SunGard with a backup copy of the SunGard software source code installed on the Client system. SunGard will enable access to the ASP Backup System for the Client, for purposes of an initial test. During the test, the Client will be allowed access to SunGard applications running on the ASP Backup System against the Client's data for one business day. The purpose of the test is to verify that the Client will be able to run SunGard software against the Client's SunGard data transferred from the Client Database Server and print reports in the event of a disaster at the Client location. For purposes of the test. SunGard will configure five user accounts and one print queue on our servers for the Client to test with. The printer must be configured to meet the requirements listed in Section VII: Printers, OPEN SERIES applications must currently be running under the 41s runtime environment at the customers location. Legacy applications that are currently being run under Informix 4GL can not be supported under this agreement. 08104-004 Page 2 IV VI. VII. 0 Annual System Test 0 On a date agreed upon by the Client and SunGard to occur within eight to twelve months from the signing of this Agreement, SunGard will configure the ASP Backup System with the source code cataloged for the customer and the most recent data retrieved from the Client system. SunGard will load the data from the most recent backup and enable access to the ASP Backup System for the Client for purposes of the Annual Test. The Client will be allowed access to the SunGard applications on the ASP Backup System for one business day. The purpose of the test is to allow the Client to verify they will be able to run SunGard software against their data in the event of a disaster, and that the data in the system reflects their most recent backup. For purposes of the test, SunGard will configure five user accounts and one print queue on our servers for the Client to test with. The printer must be configured to meet the requirements listed in Section VII: Printers. Each year following the initial annual test for the duration of this Agreement, the test will be repeated so the Client can validate the viability of the system in the event of a disaster. Disaster Declaration and Processing This Agreement permits the Client to declare a disaster by providing SunGard official notification of a disaster. Within one business day of the receipt of the declaration, SunGard will provide the Client with access to the Client's last successfully transferred data running against the software registered and stored in SunGard's source code management system. Client grants SunGard the rights to utilize client's software and data for the purposes intended herein in the even of Disaster Declaration. Client access to the ASP Backup System for the purpose of live processing in the event of a disaster shall not exceed ten concurrent users. A concurrent user is defined as a session in any of the applications hosted by SunGard, under the control of a client user currently logged into the SunGard computer system. Additional concurrent users would be subject to the Additional User Fee listed in Appendix B. SunGard will establish up to five print queues to print to client printers. Printers must support the minimum configuration for printers described in Section VII: Printers. The Client may request additional print queues. Additional Print queues would be subject to the Additional Print Queues Fee listed in Appendix B. Printers SunGard will configure print queues to direct printed output to Internet routable IP addresses provided by the Client. The Client will be responsible for configuring printers and communication equipment sufficient to provide the access required by the ASP Backup Servers to print to printers associated with the IP addresses. Each printer the client intends to use with this service must support and be configured to allow TCP /IP printing either internally or through an external print server. All printers configured for this service must support PCL (Printer Control Language) Version 5 or above. 08104-004 Page 3 0 VIII. SunGard Responsibilities a. Network Responsibilities: SunGard's responsibility for network communication terminates at the WAN connection on the router at SunGard's location, and excludes the leased line, client routers and local computing infrastructure and Personal Computers at the Client site. SunGard will assume responsibility for the purchase, configuration, installation, and management of the data communications equipment located at SunGard's facility and will hold title to same. b. System Performance: SunGard shall provide sufficient server capacity for the duration of this Agreement to meet the reasonable performance requirements of the number of concurrent system users provided for in this Agreement. c. Data Storage: SunGard will store at least two generations of the nightly SunGard data backups retrieved from the Client Database Server on the ASP Backup Servers for the duration of this Agreement: the most recent backup and the one before that. d. Disaster Processing: Nightly database backups will be performed on the ASP Backup System for the duration of the declared disaster. e. Resolution of Declared Disaster: Upon resolution of the client disaster, arrangements will be made to return a copy of the Client's SunGard database(s) from the ASP Backup System in order for the Client to resume processing on the Client's Server. f. Hardware Systems: This agreement does not cover rebuilding of the Client's systems following a disaster or any hardware or software impaired by a disaster. Such services may be negotiated with SunGard under a separate agreement. IX. Client Responsibilities a. Data Backups: The client must be running the SunGard provided backup utilities and is responsible for verifying that nightly data backups are occurring on the Client's database server. The Client is responsible for correcting any problems on the Client's database server that lead to backups failing to occur on a nightly basis. SunGard will notify the client of the success or failure of a transfer on a daily basis via automated email, and will attempt to verify that the data transferred is from a current backup. The client must notify SunGard on a timely basis in the event of a failure so the problem can be diagnosed and corrected. It is the Client's responsibility to verify currency of the data being transferred by verifying that the nightly backups are running properly. Client further agrees to continue to follow the necessary and timely procedures for routine nightly, weekly, monthly, and annual backups, media retention and storage. The intent of this service is not to replace prudent and responsible backup duties of the Client technical staff. b. Existing Environment: The Client is responsible for any issues arising from their existing LAN, existing data communications configuration, hardware, or software at the Client's site. Specifically, the Client is responsible for all elements of their existing infrastructure. If any Client site application updates (either hardware or software) are needed, they will be the responsibility of the Client. c. Data Communications Lines and Equipment: The Client assumes responsibility for the Data communications lines, Internet Access, and other equipment to support 08104-004 Page 4 0 access to the troubleshooting, the purposes of Backup System. internet at maintenance, supporting th e 0 the Client location. This Includes installation, management, and any contracts related thereto for nightly file transfer as well as accessing the ASP d. FTP Software: Client will be responsible for licensing secure FTP (File Transfer Protocol) software for the Client's database server and will ensure that outbound FTP access is allowed to the SunGard ASP Backup System. e. Annual System Test: Client must conduct annual system tests in conjunction with the SunGard staff to ensure the viability of the data and system for use in the event of a disaster. The client must notify SunGard in writing if any perceived conditions that would compromise their ability to productively utilize the ASP Backup System in the event of a disaster. f. Other Systems: The Client must make provisions to run other systems that are vital to their operation, e.g. email. This agreement only covers SunGard proprietary software. g. COGNOS Impromptu: If the Client wishes to have COGNOS catalogs and report definitions backed up to the ASP system as part of this service, the client must adhere to the following practice. A directory named COGNOS must be created in the Informix home directory on the Client database server. Catalogs and reports to be backed up must be placed in this directory. This service does not include backing up any files stored on network drives or on individual user workstations. The Client is responsible for ensuring that the contents of the COGNOS directory are kept up to date. In the event of a disaster, the Client COGNOS catalogs and reports will be run with the version of Impromptu running on the ASP servers at the time of the disaster. It may be necessary to upgrade Client catalogs and reports to run with this version of Impromptu and, although unlikely, it is possible that some reports may need minor changes to run properly. If this should occur, the Client will be responsible for any report changes necessary. X. General Provisions a. Force Majeure. Except with respect to Customer's payment obligations hereunder, neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of supplies or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non - performing party with reasonable care. b. SunGard warrants that it is the sole owner of or has full power and authority to use the software to provide the services defined herein and that the use of the programs by Client will not violate or infringe upon any patent, copyright or other proprietary right of any third person. SunGard will indemnify and hold Client 08104-004 Page 5 harmless from and against any loss, cost, liability, attorney fees and expense arising out of the breach of the foregoing warranty. c. The foregoing warranty is in lieu of all other warranties expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Client agrees that SunGard 's liability hereunder for damages, regardless of the form of action, shall not exceed the charges paid by the Client for the preceding twelve months. d. Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL SUNGARD (OR ANY OF ITS AFFILIATES PROVIDING SOFTWARE OR SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF SUNGARD HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. e. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected by such holding. A waiver by Client of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. h. SunGard acknowledges the confidentiality of Client's data, passwords and other confidential and proprietary information of Client. SunGard shall take all reasonable steps to safeguard such confidential information and shall not use or disclose the same, except in connection with its obligations hereunder. i. This contract will be governed by and construed in accordance with the laws of the State of Pennsylvania. 08104-004 Page 6 XI. Payment and Billing a. The Client agrees to pay SunGard the fees for products and services as set forth in Appendix A. b. Invoices not paid within thirty (30) days of the invoice date shall bear interest at the rate of 1.5% per month beginning thirty (30) days from invoice date. c. Installation, training and technical service invoices shall be submitted by SunGard as incurred, shall be paid within thirty (30) days of the invoice date and shall bear interest thereafter as provided above. d. The monthly fee will be subject to review and adjustment on an annual basis on or about the anniversary date of this agreement. This adjustment will typically be in line with our annual application maintenance adjustment (not to exceed 6% per year). e. If applicable, any taxes, except taxes based on the net income of SunGard resulting from the use of the software by the Client, including, but not limited to, property, sales, or use taxes, shall be the sole responsibility of the Client, and where applicable, shall be added to SunGard's invoice. Certain Other Remedies for Nonpayment. If Customer fails to pay to SunGard, within ten (10) days after SunGard makes written demand therefor, any past -due amount payable under this Agreement (including interest thereon) that is not the subject of a Good Faith Dispute, in addition to all other rights and remedies which SunGard may have at law or in equity, SunGard may, in its sole discretion and without further notice to Customer, suspend performance of any or all of its obligations under this Agreement until all past due amounts are paid in full. XI I. Term and Termination This Agreement with its associated terms and conditions shall remain in force for three (3) years from the date signed by Client. Thereafter, this Agreement shall automatically renew each year on the anniversary of its execution, unless terminated by either party by providing written notice 90 days prior to the annual renewal date. XIII. Appendices A — Backup Service Fee Schedule B — Hosted Processing Fee Schedule 08104-004 Page 7 • SunGard Pentamation Inc. By: —� Name: Donald V. Appleton 11 Title: President and Chief Operating Officer Date: / ° ( /1d d City of Arcadia By:� M Name: William R. Kelly Title: City Manager Date: kgml� Approved as to form: Name: Stephen P. Deitsch Title: City Attorney Date: 6 / 08104-004 Page 8 i APPENDIX A Backup Service Fee Schedule. Application Hosting Backup Service Implementation Service charge: $ 12,480 This charge covers the items listed below and will be billed upon installation of the backup software: - Installation and configuration of-backup software - Retrieval and cataloging of the SunGard software - Initial system test Monthly Data Processing charge: $ 1,105 /month Nightly backups will begin upon installation of the backup software. Charges for the first month will be prorated and included with the billing for the next month's charges. Monthly processing includes: Nightly backup of Client data to ASP system Annual system test 08104-004 Page 9 0 0 APPENDIX B Hosted Processing Fee Schedule In the event of a Client declared disaster the following Fees would apply: Hosted Processing Each Declared Event $ 1,560 / instance Daily Hosting Fee $ 780 / day Additional Print Queues (above 7) $ 200 / queue Additional User Fee (above 13) $ 25 /day /user 08104-004 Page 10 APPENDIX C Licensed SunGard Applications The following applications are covered under this agreement: FINPLUS -1099 PROCESSING FINPLUS- APPLICANT TRACK 4.0 FINPLUS- BUDGET PREP 4.0 FINPLUS -FUND ACCOUNTING 4.0 FINPLUS -FIXED ASSETS 4.0 FINPLUS LIBRARY 4.0 FINPLUS -MENU MANAGER 4.0 FINPLUS -HUMAN RESOURCES 4.0 FINPLUS- PERSONNEL BUDGET 4.0 FINPLUS- POSITION CONTROL 4.0 FINPLUS -HR- PERSONNEL 4.0 FINPLUS - PURCHASING 4.0 FINPLUS -CA STATE REPORTS 4.0 FINPLUS - SALARY NEGOTIAT 4.0 FINPLUS - SECURITY MODULE 4.0 FINPLUS- VENDOR BIDDING 4.0 FINPLUS - W2'S ACCOUNTS RECEIVABLE 6.0 RECEIPTS MANAGER 6.0 CENTRAL RECEIPTING 8.0 MISCELLANEOUS BILLING 8.0 BUSINESS LIBRARY PKG 8.0 APPLICANT TRACKING 3.1 BUDGET PREPARATION 3.1 FINANCIAL ACCOUNTING 3.1 FIXED ASSETS 3.3 HUMAN RES - PAYROLL 3.1 PERSONNEL BUDGETING 3.1 POSITION CONTROL 3.1 HUMAN RES - PERSONNEL 3.1 PURCHASING 3.1 OS SALARY NEGOTIATIONS 3.1 VENDOR BIDDING V3.1 08104-004 Page 11