HomeMy WebLinkAboutSUNGARD AVAILABILITY SERVICES, LP - 2007-08-20 $I ►-�
Council/Agency Meeting Held:
Deferred/Continued to:
Approved ❑ Conditionally Approved ❑ Denied City C r s Si atur
Council Meeting Date: 8/20/2007 Department ID umber: IS 07-002
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS (l
SUBMITTED BY: PENELOPE CULBRETH-GRAFT, CITY ADMINISTRATOR
PREPARED BY: Jack Marshall, Director of Information Services
SUBJECT: Approve Professional Services Contract betwee the City of Huntington
Beach and Sungard Availability Services, LP to develop a disaster
recovery and business continuity plan.
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s)
Statement of Issue: Staff is recommending the approval of a contract (attachment 1) with
SunGard Availability Services, LP to develop a Business Impact Analysis, a Strategy
Analysis, and a Technology Availability Plan for the City's business data.
Funding Source:
Funding is from current year budget (FY 2006/2007):
$75,000 General Funds from City Administrator(10030502.72525)
$25,000 Sewer Services Funds from Public Works (51185201.86100)
$25,000 Water Funds from Public Works(50685201.86100)
$25,000 CUPA Funds from Fire (50165501.63230)
Recommended Action: Motion to:
Authorize the Mayor and City Clerk to execute a contract between SunGard Availability
Services, LP and the City of Huntington Beach to develop a Business Impact Analysis,
Strategy Analysis and Technology Availability Plan for the City's business data.
Alternative Action(s):
Do not authorize award of this contract and direct staff on how to proceed.
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 8/20/2007 DEPARTMENT ID NUMBER: IS 07-002
Analysis:
Following an event or disaster that renders the City's main computer systems site and
applications inoperable or otherwise unavailable for an extended period of time, there will
need to be a published plan, defined procedures and pre-established contract relationships
to provide business continuity for identified critical business systems.
The Information Services Department is requesting a professional services contract with
SunGard Availability Services LP to develop a Business Impact Analysis, a Strategy
Analysis and a Technology Availability Plan.
SunGard Availability Services LP is a leader in the field of Disaster Recovery/Business
Continuity and has years of experience developing similar plans for hundreds of public and
private sector clients.
City Information Services staffing and workload do not provide the capacity to develop the
required plan and it is not economically feasible for the department to hire permanent staff
with disaster recovery expertise to develop this plan.
SunGard Availability Services will provide three deliverables as part of this contract:
The first deliverable is a study of the City's critical business operations and related software
applications. It identifies current capabilities and strategies and provides an analysis of the
impact to the City's business operations if the business data is not available for a given
period of time. The analysis will include the estimated revenue lost to the City for every
day that business data is not accessible.
The second deliverable is a presentation of different levels of disaster recovery available to
the City and the associated costs from which the City decision-makers can select the level
of recovery most cost-beneficial to the City.
The third deliverable is a City-specific data recovery plan. The plan will outline the steps
required to implement the systems and contractors necessary to continue the City's
essential business processes following a disaster disabling our on-site computer and
related systems and applications.
Following the selection of business recovery/continuity level, Information Services staff will
research the contractor's facilities and equipment to provide the required business
continuity level. Requests for funding to obtain the equipment and services will be pursued
through grant opportunities and the 2008-09 budget process.
Strategic Plan Goal:
C- 2 Provide quality public services with the highest professional standards to meet
community expectations and needs, assuring that the city is sufficiently staffed and
equipped overall.
The business impact analysis will provide the detailed plan and costs required to develop
service contracts and procedures to ensure that city staff can continue essential business
processes following an emergency disruption of the city's main computer facility.
-2- 7/23/2007 4:38 PM
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 8/20/2007 DEPARTMENT ID NUMBER: IS 07-002
Environmental Status:
N/A
Attachment
(s):
NumberCity Clerk's
Page Description1. Contract between Sungard Availability Services, LP and the City of
Huntingon Beach
2. Insurance Waiver
-3- 7/23/2007 4:38 PM
ATTACHMENT # 1
PROFESSIONAL SERVICES CONTRACT.BETWEEN
THE CITY OF HUNTINGTON BEACH AND
SUNGARD AVAILABILITY SERVICES, LP
FOR A BUSINESS IMPACT ANALYSIS,A STRATEGY
ANALYSIS AND A TECHNOLOGY AVAILABILITY PLAN
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY, and SUNGARD AVAILABILITY SERVICES, LP, a Pennsylvania Limited Partnership,
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide a business
impact analysis, a strategy analysis and a technology availability plan; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached
hereto and incorporated into this Agreement by this reference. These services shall sometimes
hereinafter be referred to as the "PROJECT." All services to be provided by CONSULTANT
shall be performed by qualified personnel in accordance with professional standards, and all
services provided and documents and reports delivered by CONSULTANT shall conform to the
requirements of Exhibit A. Notwithstanding anything to the contrary herein, CONSULTANT
reserves the right to subcontract the services to a third party with the written consent of CITY.
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CONSULTANT shall assign an Account Executive To CITY to act as its primary
agent and to facilitate ongoing communication between the parties during the performance of
this Agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
3. TERM; TIME OF PERFORMANCE
The services of CONSULTANT are to commence upon execution of the
Agreement by CITY (the "Commencement Date"). This Agreement shall automatically
terminate three (3) years from the Commencement Date, unless extended or sooner terminated as
provided herein. All tasks specified in Exhibit "A" shall be completed no later than
i
00 e y WX J from the Commencement Date. The time for performance of the
tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may
be amended to benefit the PROJECT if mutually agreed to in writing by CITY and
CONSULTANT. Any deficiencies, as determined by generally accepted professional standards,
shall be promptly reported by CITY to CONSULTANT and, in any event, within 30 days after
receipt of the document or services involved. CONSULTANT will correct such deficiencies in
its deliverables, services or work within a mutually agreeable time period.
4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees
to pay CONSULTANT as specified in Exhibit "B," which is attached hereto and incorporated
by reference into this Agreement, a fee, including all costs and expenses, not to exceed One
Hundred Fifty Thousand Dollars ($150,000.00).
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5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after execution by the parties of an amendment to this Agreement. Additional
compensation for such extra work shall be documented in the amendment to the Agreement
signed by the parties.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
7. CONFIDENTIALITY
(a) All information disclosed by one party to the other in connection
with this Agreement shall be treated as confidential ("Confidential Information").
With respect to Confidential Information disclosed by one party ("disclosing
party") to the other parry ("receiving party"), (i) the receiving party shall hold
such Confidential Information in strict confidence using the same standard of care
as it uses to protect its own confidential information but not less than a reasonable
standard of care, (ii)the receiving party shall not use or disclose such Confidential
Information for any purpose except as necessary to fulfill its obligations under
this Agreement, or except as required by law provided that the disclosing party is
given a reasonable opportunity to obtain, at its expense, a protective order (the
receiving party shall reasonably cooperate with the disclosing party in connection
therewith), (iii) the receiving party shall limit access to such Confidential
Information to such of its employees, agents and contractors who need such
access to fulfill the receiving party's obligations under this Agreement, and (iv)
06-703/10606 3
the receiving party shall require its employees, agents and contractors who have
access to such Confidential Information to abide by the confidentiality provisions
of this Agreement.
(b) Without limiting the generality of the foregoing, such Confidential
Information includes (i) with respect to CITY, CITY'S data and software and the
details of CITY'S computer operations and recovery procedures, which include
trade secrets of CITY, (ii) with respect to CONSULTANT, CONSULTANT'S
physical security systems, access control systems, specialized recovery equipment
and techniques, pricing information, User's Guides, and E-Testing Program,
which include trade secrets of CONSULTANT, and (iii) with respect to both
parties, the terms of this Agreement and any detailed information regarding the
performance of this Agreement.
(c) Confidential Information shall not include information that (i) is or
becomes publicly available through no wrongful act of the receiving party, (ii)
was known by the receiving party without any obligation of confidentiality at the
time of disclosure by the disclosing party, (iii) was obtained by the receiving party
from a third party without restriction on disclosure, or (iv) was developed
independently by the receiving party.
(d) CITY acknowledges that CONSULTANT'S property includes
trade secrets, confidential information and proprietary property of
CONSULTANT, having great commercial value to CONSULTANT, and that the
development and design of CONSULTANT'S property has involved and will
involve the expenditure by CONSULTANT of substantial amounts of time and
06-703/10606 4
money. All items of CONSULTANT'S property are being provided by
CONSULTANT to CITY on a strictly confidential basis and only for in-house use
for the purpose of allowing CITY to establish, maintain and implement business
recovery and other plans and procedures. Except with the prior written consent of
CONSULTANT, CITY will not, nor will it permit any other entity or individual
to (a) use any SunGard property for any purpose not authorized by this
Agreement, (b) refer to or otherwise use any CONSULTANT property as part of
any effort to provide similar services to any entity or individual, or (c) remove,
erase or tamper with any copyright or other proprietary notice of CONSULTANT
printed or stamped on, affixed to, or encoded or recorded in any CONSULTANT
property.
(e) Each party acknowledges that the provisions of this Agreement
regarding confidentiality and access to and use of the other party's resources are
reasonable and necessary to protect the other party's legitimate business interests.
Each party acknowledges that any breach of such provisions shall result in
irreparable injury to the other for which money damages could not adequately
compensate. If there is a breach of such provisions,then the injured party shall be
entitled, in addition to all other rights and remedies which it may have at law or in
equity, to have a decree of specific performance or an injunction issued by any
competent court, requiring the breach to be cured or enjoining all persons
involved from continuing the breach.
06-703/10606 5
8 DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that CITY shall own the full right, title and interest in all
deliverables created hereunder. Ownership of any pre-existing copyright in the design or format
of the deliverables owned by CONSULTANT shall remain with CONSULTANT, provided that
CITY shall have a non-exclusive right under all patent, copyright and trade secret rights owned
by CONSULTANT to use the deliverables in the normal course of CITY'S business. CITY
agrees not to remove or alter any copyright notices affixed by CONSULTANT to the
deliverables. CITY shall maintain all rights, title and interest in any technical data, business
information, trade secret or other data, which CITY discloses to CONSULTANT and is
incorporated into the deliverables.
9. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent performance of this Agreement or its failure to comply with any
of its obligations contained in this Agreement by CONSULTANT, its officers, agents or
employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost. Notwithstanding
the foregoing, CONSULTANT agrees to pay CITY's costs and fees of litigation only arising
from third party claims. This indemnity shall apply to all claims and liability regardless of
06-703/10606 6
whether any insurance policies are applicable. The policy limits do not act as limitation upon the
amount of indemnification to be provided by CONSULTANT.
(a) In addition, CONSULTANT shall indemnify and hold harmless CITY
against any claims, actions, damages, losses or liabilities to the extent arising from
infringement of any U.S. patent, copyright or other proprietary right resulting from
CITY's use of intellectual property developed or owned by CONSULTANT and used to
provide the services. CONSULTANT'S liability with respect to this infringement
indemnification is limited to making the services non-infringing or arranging for CITY'S
continued use of the services, provided that, if both of the foregoing options are
commercially impracticable for CONSULTANT, then upon written notice to CITY,
CONSULTANT may cancel the affected portion of the services and refund to CITY any
prepaid fees for such services. With respect to intellectual property of third parties that is
used by CONSULTANT to provide the services, CONSULTANT will, to the extent
possible, provide to CITY the full benefit of all applicable warranties and indemnities
granted to CONSULTANT by such third parties.
(b) In addition, CITY shall indemnify and hold harmless CONSULTANT
against any claims, actions, damages, losses or liabilities to the extent arising from (i)
infringement of any U.S. patent, copyright or other proprietary right attributable to
CITY'S data, content, software or other materials, and (ii) CITY'S use of any services in
violation of any law,rule or regulation.
(c) An indemnifying party shall have no obligation for indemnification unless
the other party promptly gives written notice to the indemnifying party after any
applicable matter arises and allows the indemnifying party to have sole control of the
06-703/10606 7
defense or settlement of any underlying claim, at its sole cost and expense; provided that
the indemnifying party may not settle a claim without the other party's prior written
consent. Notice will be considered prompt as long as there is no material prejudice to the
indemnifying party.
10. LIMITATION OF LIABILITY
(a) Under no circumstances shall either party be liable for lost
revenues, lost profits, loss of business, or consequential, indirect, exemplary,
special or punitive damages of any nature, whether such liability is asserted on the
basis of contract, tort (including negligence or strict liability) or otherwise, and
whether or not the possibility of such damages is foreseeable; provided, however,
CITY'S payment obligations shall not be deemed lost revenues or lost profits.
(b) Except for CONSULTANT'S indemnification obligations under
Section 9(a), CONSULTANT'S total liability, whether in contract,tort(including
negligence or strict liability), or otherwise, shall not exceed the actual service fees
paid by CITY for the services under Exhibit A.
(c) Except for any direct damages caused by CONSULTANT'S
negligence or willful misconduct, CONSULTANT shall have no liability for any
damage to, or loss or theft of, any of CITY'S data, files, software, code, scripts,
operating systems, applications, data storage media, or other property that occurs
during shipment, storage, handling, use or restoration by CONSULTANT or
CITY in conjunction with the services.
(d) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT
OR EXHIBITS ATTACHED HERETO, CONSULTANT MAKES NO
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REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS
OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF
PERFORMANCE OR OTHERWISE, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION,NON-INTERFERENCE OR NON-INFRINGEMENT.
11. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall maintain professional liability insurance coverage for
CONSULTANT's professional liability in an amount not less than One Million Dollars
($1,000,000.00) per claim and in the aggregate. A claims-made policy shall be acceptable if the
policy further provides that the policy retroactive date coincides with or precedes the initiation of
the scope of work(including subsequent policies purchased as renewals or replacements).
CONSULTANT will use commercially reasonable efforts to maintain similar
insurance during the required extended period of coverage following PROJECT completion. If
insurance is.terminated for any reason, CONSULTANT shall endeavor to purchase an extended
reporting provision to report claims arising from work performed in connection with this
Agreement.
12. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
(a) provide the name and policy number of each carrier and policy;
06-703/10606 9
(b) Insurer shall endeavor to provide thirty (30) days prior written notice of
any cancellation or termination of insurance, as well as any material change in
coverage.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in
this Agreement. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the
insurance hereinabove required.
13. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder. CONSULTANT and CITY also agree that during the term of this
Agreement and for one (1) year thereafter neither party will interview for employment purposes
or employ current employees of the other.
14. TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike
manner. If either party breaches any of its obligations under this Agreement in any material
respect and the breach is not substantially cured within thirty (30) days after the breaching party
06-703/10606 10
receives written notice describing the breach from the other party, then the other party may
terminate the Agreement, without penalty, by giving written notice to the breaching party at any
time before the breach is substantially cured.
Termination of this Agreement for any reason will not relieve CITY of liability for
all amounts owed to CONSULTANT under this Agreement for services rendered and items
delivered to CITY up to the date of termination. If CITY terminates the services under this
Agreement, Customer shall pay to CONSULTANT, together with the notice of termination, an
amount equal to the present value (calculated using an annual discount rate equal to the then
current prime rate published in The Wall Street Journal) of all remaining fees due, and CITY shall
remain liable for any reimbursable expenses incurred by CONSULTANT before termination.
If CITY breaches any of its obligations under this Agreement in any material
respect, then, in addition to CONSULTANT'S right to terminate the Agreement and any other
rights and remedies that CONSULTANT may have, CONSULTANT may suspend performance
of all services under this Agreement until the default is cured.
15. FORCE MAJEURE
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 as a result of a cause beyond its
control, including any natural calamity, act of God or a public enemy, act of any military, civil or
regulatory authority, change in any law or regulation, disruption or outage of communications,
power or other utility, failure to perform by any supplier or other third party, or other cause
which could not have been prevented with reasonable care.
06-703/10606 11
16. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. Neither party may assign this Agreement, or any
rights or obligations thereunder, without the prior written consent of the other party. If an
assignment, delegation or subcontract is approved, all approved assignees, delegates and
subconsultants must satisfy the insurance requirements as set forth hereinabove. This Agreement
shall bind, benefit and be enforceable by and against both parties and their respective successors
and permissible assigns. No third party shall be considered a beneficiary of, or entitled to any
rights under this Agreement.
17. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
18. NOTICES
All notices, consents and other communications under this Agreement shall be in
writing and shall be deemed to have been received on the earlier of(a) the date of actual receipt
at the designated street address, (b) the first business day after being sent to the designated street
address by a reputable overnight delivery service, or (c) the third business day after being mailed
to the designated street address by first class mail. Any notice may be given by e-mail to the
designated e-mail address or by fax to the designated fax number, provided that a signed written
confirmation is received at the designated street address within seventy-two (72) hours
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thereafter. Communications sent to any street address, e-mail address or fax number other than
those designated in this Agreement shall not be valid. CITY'S street address, e-mail address and
fax number for notice are as follows City of Huntington Beach, ATTN: Jack Marshall, Director
of Information Services, 2000 Main Street, Huntington Beach, CA 92648; FAX (714) 536-5520;
JMarshall@surfcity-hb.org. CONSULTANT'S street address for notice is 680 East Swedesford
Road, Wayne, Pennsylvania 19087, Attention: Contract Administration. CONSULTANT'S e-
mail address for notice is contract.admingsungard.com. CONSULTANT'S fax number for
notice is 1-610-225-1125.
19. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
20. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
21. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of,this
Agreement.
06-703/10606 13
22. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
23. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
24. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
06-703/10606 14
25. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
26. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
27. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
28. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
29. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
06-703/10606 15
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed
by and through their authorized officers on�-(,( G (�ST , 20«�
SUNGARD AVAILABILITY SERVICES, CITY OF HUNTINGTON BEACH, a
LP municipal corporation of the State of
California
By: rL
`71-k1n1?f . 4/4J_4
print name � U
ITS: (circle one)General/Managing Partner Payor
By: ity Clerk r/1/6449
print name INITIATED AND APPROVE :
ITS: (circle one)General/Managing Partner
Dire or ILI—
&Information Service
REVIEWED AND APPROVED:
PROVED AS TO FORM:
City Administrator
City Aorney r0 ,-/
•l
06-703/10606 16
CERTIFICATE OF ASSISTANT SECRETARY
THE UNDERSIGNED, Alice A. Deck, Assistant Secretary of SUNGARD TECHNOLOGY
SERVICES LLC, a limited liability company organized and existing under the laws of the State
of Delaware and the General Partner of SUNGARD AVAILABILITY SERVICES LP, a
Pennsylvania limited partnership (the "Partnership"), does hereby certify that Thomas Gayle is a
duly elected Vice President, Sales of the Partnership and further that he is authorized to enter
into and execute contracts on behalf of the Partnership.
IN WITNESS WHEROF, the undersigned has caused this Certificate of Assistant
Secretary to be duly executed this 24th day of July, 2007.
Alice A. Deck, Assistant Secretar
EXHIBIT A
A. STATEMENT OF WORK: (Narrative of work to be performed)
Consultant will prepare the following deliverables for the City of Huntington Beach:
1. Business Impact Analysis
2. Strategy Analysis
3. Technology Availability Plan
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
jmp/contacts group/exA/6/28/07
Business Impact Analysis - Statement of Purpose and
Goals
City of Huntington Beach has identified the need to improve organizational resiliency
by developing a comprehensive understanding of the risks and impacts involved
when critical business functions and processes are disrupted. Specific business
challenges include:
■ Clear consensus on needed availability direction. City of Huntington Beach
needs an impartial, experienced business partner to cut across boundaries, pull
everyone together with a common focus, and build consensus to support good
business decisions regarding Enterprise Availability capabilities and associated
requirements;
■ Understanding of priorities. City of Huntington Beach needs to better
understand the implications and priorities of its various business units from an
availability perspective and to meld those priorities into an executable game plan;
■ Incomplete / out-of-date business requirements. City of Huntington Beach
needs a thorough, up-to-date assessment of business requirements in order to
make sound availability decisions;
■ Assessment of current capabilities. City of Huntington Beach needs an up-to-
date assessment of the adequacy of its current plans, strategies, and capabilities
to protect its business in the event of a business interruption; and,
■ Aggressive timelines. City of Huntington Beach is having difficulty meeting
tight deadlines imposed by regulatory requirements, audit feedback, or other
business imperatives, given current headcount/ resources.
SunGard understands City of Huntington Beach's objectives for engaging SunGard
to perform a Business Impact Analysis (BIA) service are to:
■ Establish the foundation for building Information Availability strategies for the
business;
■ Develop a more complete understanding of the true business risks and impact
from disruptions to critical processes and technology, including associated costs;
■ Develop a better understanding of recovery exposures and mitigation strategies;
■ Identify City of Huntington Beach's most critical resources and processes,
including interdependencies influencing the need for related resources or
processes;
■ Build consensus among internal organizations by agreeing upon and articulating
Enterprise Availability goals and expectations;
• Generate organizational agreements by jointly prioritizing business processes
and applications availability requirements, and then allocating corporate
resources and efforts required in the event of a business interruption;
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■ Improve Enterprise Availability planning based upon the quantified impact of
disruptions;
■ Determine the level of risk the organization is willing to accept based on the
results of the analysis and the resources required to mitigate these risks;
■ Develop a focused Enterprise Availability Roadmap appropriate to City of
Huntington Beach's business requirements; and,
■ Help ensure City of Huntington Beach has or acquires the capabilities needed to
mitigate or otherwise address Enterprise Availability Program requirements.
SunGard Expertise
SunGard is dedicated to keeping our customer's people connected to the
information they require to perform their jobs. City of Huntington Beach can benefit
from SunGard's decades of experiences; strengths, and capabilities:
■ SunGard Availability Services is the pioneer and leading provider of Information
Availability services, helping to ensure that more than 10,000 customers in North
America and Europe have access to their business critical information systems;
■ With a team of Project Management Professional® certified experts on staff,
SunGard Professional Services offers proven project management
methodologies and dedication to best practices;
■ SunGard has 200+ consultants averaging more than 10 years of business
continuity planning experience;
■ Each year, SunGard's proprietary Business Impact Analysis service methodology
meets the needs of a wide variety of organizations, technologies, and industries
(e.g., financial, service, manufacturing, government/ education, healthcare,
technology and communication, transportation, etc.), both international and
domestic;
■ SunGard has a vendor-neutral approach, enabling our consultants to recommend
and design the best possible solutions for our customers' needs; and,
■ SunGard has proven best practices for delivering results, extensive technical and
business resources for solution implementation and testing, and industry-leading
software to support Information Availability program development.
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Business Impact Analysis - Service Definition
Service Description
The SunGard Business Impact Analysis service helps City of Huntington Beach
determine the Enterprise Availability objectives City of Huntington Beach must
achieve to help ensure resiliency. The service identifies critical functions and
processes, analyzes the impacts of an interruption to these functions and processes,
and determines the production availability requirement for each. In addition, the
Business Impact Analysis identifies the components (dependencies) that support the
critical areas analyzed.
The service identifies business risks and quantifies financial, operational, and
indirect impacts if the business is interrupted for any reason. It identifies the length
of time, if any, City of Huntington Beach can tolerate a disruption to critical business
functions and processes. The service also quantifies tolerance for loss of
information.
The results of the impact analysis are used to determine City of Huntington Beach's
Enterprise Availability requirements. The Business Impact Analysis then compares
those requirements to solution options that will support City of Huntington Beach's
needs.
Finally, the Business Impact Analysis service provides SunGard's recommendations
describing the components of an Enterprise Availability Program that City of
Huntington Beach should pursue.
The result of the analysis and recommendations is a customized Enterprise
Availability Roadmap that will achieve City of Huntington Beach's stated objectives.
The Roadmap is used to develop strategies and design a detailed Enterprise
Availability Plan.
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Statement of Scope
The Business Impact Analysis service is delivered taking into consideration City of
Huntington Beach's specific business environment and requirements. The following table
lists the parameters of this engagement.
Scoping Description
Parameters
Sixteen (16) Departments (maximum) are
included in the service.
1. Building and Safety
2. City Administrator
3. City Attorney
4. City Clerk
5. City Treasurer
6. Community Services
7. Economic Development
Departments 8. Finance
9. Fire
10.Human Resources
11.Information Services
12.Library Services
13.Planning
14.Police
15.Public Information
16.Public Works
Nmber of Workshops Sixteen (16)Workshops (maximum) are
included in the service.
One (1) Business Locations (maximum) are
included in the service at the following locations:
Business Locations Huntington Beach, CA
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Project Assumptions
To help ensure the success of this Business Impact Analysis service, it is imperative
that there be a joint understanding of assumptions. Below are key project
assumptions for this service engagement.
■ City of Huntington Beach has identified a senior"Executive Sponsor" to support
the engagement. This Executive Sponsor will serve as the point of coordination
to engage City of Huntington Beach's executive core team members at key
points during the project to review and validate assembled data, comment on
findings and accuracy of assessments, and review the BIA Report prior to its
presentation to the full executive team;
■ City of Huntington Beach has.identified a "Project Coordinator" to provide
operational assistance to SunGard's consulting team, identify project
participants, and to arrange meetings and associated logistics, etc.;
■ SunGard has identified an Engagement Manager to serve as the primary project
manager, arrange for the consulting team's scheduling and participation, provide
a consistent interface to City of Huntington Beach executive team, and identify
additional SunGard resources that may be required;
■ SunGard has identified an experienced consulting team to help ensure effective
delivery of the project and facilitate knowledge transfer by drawing upon their
previous experiences to provide "best practice" approaches and solutions; and,
■ The Business Impact Analysis is targeted only as part of the Evaluate phase of
City of Huntington Beach's Enterprise Availability Program (see SunGard's
Enterprise Availability Roadmap overview in Section 7). Other program activities
are not part of this engagement, unless otherwise noted.
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Business Impact Analysis - Project Deliverables
Deliverable Description and Purpose
SunGard's team will use this kick-off to formally
initiate the project with City of Huntington Beach's
project participants. This kick-off will also provide for
Business Impact immediate knowledge transfer about Information
Analysis Kick-Off Availability concepts; explain the purpose and
Presentation process for this BIA project; outline participants' roles,
responsibilities and commitments needed; provide
information regarding findings to date; and establish
the project schedule.
The Business Impact Analysis Report documents key
engagement findings, conclusions, and
recommendations. It also includes completed survey
and interview analysis and aggregated impact
graphs, a separate attachment.
The Business Impact Analysis Report provides:
■ Quantified tolerance for disruption of business
processes;
■ Identification of exposures to continuous
availability of services and possible mitigation
Business Impact strategies;
Analysis Report ■ Initial recommendations for Production Availability
Requirements, including time periods to support
business process and applications priorities, and
availability requirements;
■ Risk exposures overview, including data
management, information security, and
infrastructure implications;
■ Industry comparisons, if available; and,
■ A foundation or roadmap to support future
business decisions regarding Enterprise
Availability capabilities and associated
requirements.
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Deliverable Description and Purpose
SunGard's project team will conclude this service by
meeting with City of Huntington Beach's Executive
Sponsor and other designated senior executives to
present the results of this Business Impact Analysis
service, including findings and recommendations.
z
Business Impact This presentation will also include an interactive
Analysis Executive discussion comparing the state of City of Huntington
Presentation Beach's Information Availability program identified at
the beginning of this service to achievements to be
gained through implementation of these
recommendations.
This presentation also provides an opportunity for
City of Huntington Beach personnel to discuss the
report, ask questions, and review next steps.
Enterprise SunGard's team will deliver a formal "roadmap"
Availability Solution including a timeline that details the next steps in
Roadmap establishing and implementing an effective and
comprehensive Enterprise Availability strategy.
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Business Impact Analysis - Methodology and
Approach
Business Impact Analysis Methodology
The methodology supporting the Business Impact Analysis (BIA) service is carefully
crafted to understand the customer's critical business issues, identify current
capabilities and strategies, collect appropriate data, assess potential impacts on the
business, validate that information with executives, and generate strong
recommendations to improve the organization's Enterprise Availability Program.
The combined Segments and Sub-Segments in the methodology diagram below
represent the complete engagement process flow used to deliver the BIA service,
which may be iterative in nature, or overlapping in task completion. This diagram
can be referenced as a work breakdown structure of actions completed during the
service delivery engagement.
Pre-Onsite Tool Setup Raw Data Detailed Analysis Report
Discovery Assembly performance Preparation
Onsite Workshop and Data MRecommenda-
Draft Report
Discovery Approach Validation Review and
Approval
Finalize Data Collection Report
Project Materials Distribution Finalization
INVIAMM
Impact
BIA Kick-Off Workshop JRoadmap
Executive
Facilitation Presentation
ent
nfaatlniPlanrr:. �` .. Clns �
Figure 1: SunGard's Business Impact Analysis Methodology
The BIA Service project lifecycle consists of five (5) Segments.
■ Discovery— Confirm the purpose and objectives for the customer wanting a BIA, learn
the customer's overall environment, and assess potential risks that could affect
Enterprise Availability;
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■ Data Collection —Gather information from the customer and store the information in the
preferred data collection tool;
• Validation —Obtain consensus on the data collected through individual validation, group
validation, and senior management validation prior to analysis and delivery of the final
report;
■ Analysis — Formulate the information gathered, analyzed, and documented into a
report, which includes finding and recommendations that meets the customer's stated
BIA goals and addresses critical business issues, which creates or maintains a resilient
environment; and,
■ Report- Prepare and deliver the approved report and/or presentation that represents
core BIA elements: Executive Summary, Background and Information, Findings and
Analysis, Availability Requirements, Risks Overview, Recommendations, and Enterprise
Availability Solution Roadmap.
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Project Approach
Using a combination of surveys, interviews, and documentation reviews, a focused
analysis is conducted to identify critical business processes and current information
availability needs.
• Plan and Initiate Project
Prior to arriving at City of Huntington Beach's site, SunGard's consulting team
will conduct basic research to understand City of Huntington Beach's business
needs, functions, products, and/or services.
A formal project planning session will be conducted when the team arrives at City
of Huntington Beach's site. During this session, the overall Statement of Work,
approach, and customer expectations will be identified and discussed. In
addition, action will be taken on the following:
■ Project dates and milestones;
■ Identification of interview participants;
■ Selection of the project approach (workshops, individual interviews, etc.) to
best meet City of Huntington Beach's business needs; and,
■ Customization of questionnaires for data gathering.
• Discovery Segment
The Discovery Segment begins the actual process of accumulating the
information and data that will be used to formulate the BIA study. The success of
the project is largely contingent upon both parties achieving a clear
understanding of the business issues that are to be addressed by the study.
Discovery accomplishes that objective.
The team will spend time with the core executive group to quickly acquire a
strong grounding in City of Huntington Beach's business and technical
environment. They will also gain additional insight through focused discussions
with key business and IT personnel, visits to significant facilities, review of
project-related documents, and participation in selected working sessions. A
Risk Overview session will be performed at this time to establish a general view
of risks and exposures that may currently exist.
• Data Collection Segment
A structured questionnaire will be used to help ensure consistency in the data
gathering process. Normally the questionnaire is distributed for review and
completion by participants prior to the scheduled workshops, and then the
information provided is validated and further refined during workshop activities.
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The questionnaire also serves as an excellent agenda to guide discussion during
the workshops.
During the course of the data gathering process, specific existing documentation
may be requested for review(such as information security policies or crisis
communication plans).
Facilitated by using SunGard's proprietary data collection tool, small group
workshops will be conducted to obtain and validate the core information
necessary to perform the impact analysis. The length of each workshop will be
determined during project planning, though each typically requires two hours.
• Validation Segment
The SunGard team will conduct an initial analysis of collected data to help ensure
completeness and logical consistency. All collated data will be further validated,
again using SunGard's proprietary data collection tool, with key City of
Huntington Beach departmental executives or process owners in short working
sessions. Finally, the composite financial data will be reviewed with the Chief
Financial Officer, or their representative, to help ensure consistency across the
organization.
• Analysis Segment
The SunGard team will perform a detailed analysis of the validated data to
identify and describe potential impacts upon the organization in the event of
disruptions to the business environment. Once these exposures and
consequences are understood, the team will develop and document a set of
findings and associated recommendations for the executive team's
consideration. In preparing these recommendations, the SunGard team will
provide original research as required, an assessment of best practice factors,
identification of general high-level costs for potential solutions, and a logical
sequencing of implementation for the recommendations.
• Report Segment
The results of the data analysis process will be compiled into a formal Business
Impact Analysis report. A draft of the BIA will be presented to the City of
Huntington Beach's executive core team members for review and comment prior
to formal presentation to the senior management team and/or study participants.
As noted in the "Project Deliverables" section above, this project will conclude
with a formal presentation summarizing the BIA Report for City of Huntington
Beach's senior management team. This interactive presentation will review key
findings, discuss business implications, and explore recommendations for an
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action plan or roadmap to improve upon City of Huntington Beach's current
Enterprise Availability capabilities and program.
Also, the formal BIA Report, and all supporting documentation, will be delivered
to City of Huntington Beach at this presentation.
• Project and Quality Management
Underlying this service engagement is SunGard's Project and Quality
Management process, which is based upon Project Management International'
(PMI®) principles. This helps ensure that the project is performed effectively to
fulfill City of Huntington Beach's expectations. In addition, SunGard utilizes peer
reviews among members of the project team at key points in the project to
validate that quality expectations are being met, "best practices" are employed,
and creative ideas and solutions are considered. Experience has proven that
each of these steps adds considerable value to the overall project results.
' PMI stands as a global leader in the development of standards for the practice of project management.
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Strategy alysis - Statement of Purpose and Goals
City of Huntington Beach has identified the need to develop an optimal Information
Availability strategy to meet defined technology and/or business continuity
requirements. Specific business drivers and requirements include:
■ Risk reduction. City of Huntington Beach requires an Information Availability
solution that reduces the risk of—and mitigates the financial and other
consequences of—an unplanned disruption of the business.
■ Multiple strategy options. There are multiple alternatives for addressing an
organization's information availability requirements. A thorough review of the
options provides the foundation for City of Huntington Beach to make fiscally
sound decisions when allocating resources to Information Availability initiatives.
■ Tight timeframes. Issues, such as business interruptions, legislative mandates,
or concern on the part of senior management, partners, and investors, have
made creating an Information Availability strategy an urgent priority for City of
Huntington Beach.
■ Leverage Business Impact Analysis data. City of Huntington Beach has
completed a Business Impact Analysis and requires a solution design that meets
the resulting Information Availability requirements.
■ Independent assessment. City of Huntington Beach lacks the expertise and
internal resources to:
• Conduct an independent analysis of requirements
• Create multiple integrated business and technology Information Availability
strategy options and completed designs
City of Huntington Beach's goals from conducting an Information Availability
Strategy Analysis include:
■ Creating the necessary technical and business case foundation and cost
justification to move forward with implementation of an Information Availability
solution
■ Identification and implementation of a solution that is flexible, scalable and
aligned with current and future business requirements and goals
SunGard expertise:
■ The pioneer of Information Availability, with 25 years of experience and
leadership in the business continuity industry
■ 200+ consultants averaging more than 10 years of business continuity planning
experience
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■ A vendor-neutral approach, enabling our consultants to recommend and design
the best possible solutions for our customers' needs
■ Proven best practices for delivering results, deep technical resources for solution
implementation and testing and industry-leading software to support Information
Availability program development
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Strategy Analysis - Service Definition
Service Description
The SunGard Information Availability Strategy Analysis service creates an optimal
availability strategy for City of Huntington Beach's unique business and/or technical
environment. Using business and technical requirements defined in the Business
Impact Analysis of City of Huntington Beach, SunGard consultants develop multiple
strategy alternatives and design solutions that comprise the blueprint for an
Information Availability solution.
During the Information Availability Strategy Analysis, SunGard consultants develop
several practical Information Availability plan alternatives. Each option is subjected
to SunGard's thorough design review process to help ensure viability and
completeness. An evaluation of each choice is developed based upon numerous
criteria, including cost/benefit, flexibility and scalability. Conceptual design cost
estimates are also provided. The Information Availability strategy alternatives are
presented to City of Huntington Beach executive management, who in turn, select a
strategy to move forward with.
The Information Availability Strategy Analysis service provides the necessary
technical, business, and cost information needed for City of Huntington Beach to
move forward with implementation of a comprehensive Information Availability
solution.
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Statement of Scope
The Information Availability Strategy Analysis service is delivered taking into account
City of Huntington Beach's specific business environment and needs. The following
table lists the parameters of this engagement:
Scoping Description
parameters
Sixteen (16) Departments are included in the
service.
1. Building and Safety
2. City Administrator
3. City Attorney
4. City Clerk
5. City Treasurer
6. Community Services
7. Economic Development
Business Units 8. Finance
9. Fire
10.Human Resources
11.Information Services
12.Library Services
13.Planning
14.Police
15.Public Information
16.Public Works
During the Information Availability Strategy
Analysis phase of the service, SunGard will
Strategy Alternatives develop and evaluate three (3) strategy
alternatives.
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Scoping Description
parameters
Following the BIA, SunGard will conduct up to
five (5) Interviews with individuals or groups of
Data Collection individuals from various departments to gather
Method data and validate conceptual solutions.
■ Interviews
• Workshops In addition, up to three (3)Workshops may be
required with groups of departments to gather
data and validate conceptual solutions.
Project Assumptions
To help ensure the success of the Information Availability Strategy Analysis service
it is imperative that there is a joint understanding of assumptions. Below are key
project assumptions for this service engagement:
■ City of Huntington Beach has identified a senior"Executive Sponsor" to support
the engagement
■ The plan is targeted only as part of the Architect phase of City of Huntington
Beach's Information Availability program (see Enterprise Availability Methodology
overview in Section 7). While SunGard will obtain detailed information during the
Business Impact Analysis, it is assumed that other information has been
documented and will be made available to the SunGard project team:
— Business and Technology Profile information
— Availability requirements for the business processes and systems included in
the scope of the Information Availability Strategy Analysis effort
■ This service does not address Plan development, testing or maintenance
activities
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Strategy Analysis - Project Deliverables
Deliverable Description and purpose
Information A comprehensive analysis of viable Information
Availability Availability strategy alternatives, given City of
Strategy Analysis Huntington Beach's goals and requirements.
Covered areas may include:
• Information Availability strategy alternatives
• Information Availability preparedness level and
exposures identified during data gathering interviews
• Solution evaluation criteria
• Order-of-magnitude cost estimates for each
alternative
• Advantages and disadvantages for each alternative
• Definition of recommended solution
• High-level implementation timeline
The Information Availability Strategy Analysis
provides the basis for informed decisions about the
most appropriate strategy for the business, in light
of its requirements and budget.
Presentation of SunGard will conduct a formal presentation to
Information review findings and recommendations with
Availability management at the conclusion of the Information
Strategy Analysis Availability Strategy Analysis phase of the project.
Results
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Technology Availability Plan - Statement of Purpose
and Goals
City of Huntington Beach has identified the need to develop and validate a
comprehensive Technology Availability Plan, which encompasses technology
availability planning as an integral part of the overall Enterprise Availability capability.
Specific business challenges include:
• Increased technology availability requirements. Issues such as system outages,
security breaches, legislative mandates, or concern on the part of senior management,
partners and investors, have made creating Technology Availability Plans an urgent
priority;
• Information Technology (IT) availability strategies that support current business
needs. In today's world of fast and continuous change, it is very easy for needs and
requirements to shift and change, often without full realization of related implications.
City of Huntington Beach needs an impartial, experienced business partner to assess
whether yesterday's viable strategies meet today's needs;
• Inadequate/out-of-date plans. City of Huntington Beach is concerned that its current
Technology Availability Plans do not provide adequate protection against interruptions
and/or a coordinated plan for responding to incidents; and,
• Exposure for situational events. City of Huntington Beach's more traditional disaster
plans do not address situational events, such as short-term outages and interruptions of
limited impact, which reduces its capability to effectively manage response to a real-time
event.
A well-prepared Technology Availability Plan is a vital part of the comprehensive
Enterprise Availability Plan. SunGard understands City of Huntington Beach's
objectives for engaging SunGard to perform a Technology Availability Plan service are
to:
• Create a coordinated plan of action to respond to a major technology disruption;
• Reach higher levels of preparedness and risk mitigation;
• Reduce the severity and duration of an incident involving the stated technology
environment and minimizing the consequential operational impacts;
• Improve coordination and communication intemally and externally;
• Increase City of Huntington Beach's ability to respond -with trained and knowledgeable
personnel; and,
• Help ensure consensus of priorities and actions are translated into executable
capabilities for technology to support business operations at acceptable levels.
SunGard Expertise
• SunGard Availability Services is the pioneer and leading provider of Information
Availability services, helping to ensure that more than 10,000 customers in North
America and Europe have access to their business critical business information
systems;
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• SunGard has 200+ consultants averaging more than 10 years of business continuity
planning experience;
• Each year, SunGard's proprietary Technology Availability Plan service methodology
meets the needs of a wide variety of organizations, technologies, and industries (e.g.,
financial, service, manufacturing, government/education, healthcare, technology and
communication, transportation, etc.), both international and domestic;
• SunGard has a vendor-neutral approach, enabling our consultants to recommend and
design the best possible solutions for our customers' needs; and,
• SunGard has proven best practices for delivering results, extensive technical resources
for solution implementation and testing, and industry-leading software to support
Information Availability program development.
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Technology Availability Plan - Service Definition
Service Description
The SunGard Technology Availability Plan development service helps provide City of
Huntington Beach a proactive means for City of Huntington Beach's information
technology (IT) management and team members to outline and organize decisions and
actions that should be performed to prevent or respond to a situation that disrupts
normal business processes.
Individual Technology Availability Plans will document and support a comprehensive
action plan to guide the return of essential business operations that were affected by an
outage or disruption affecting the IT environment. The plans are designed to assist City
of Huntington Beach in achieving its Information Availability objectives.
The service is based upon flexible strategies selected by City of Huntington Beach and
builds upon them to plan for a range of scenarios - from short-term outages to full-blown
disasters - as defined in the Statement of Scope section of this Statement of Work. The
plans have clear action steps, including checklists of required activities, explanation of
roles, and definition of resources.
The result of the Technology Availability Plan service is a fully documented and
validated plan for responding to a broad spectrum of events, both anticipated and
unforeseen.
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Statement of Scope
The Technology Availability Plan service is delivered taking into consideration City of
Huntington Beach's specific business and technology environments and requirements.
The following table lists the parameters of this engagement.
Scoping Description
Parameters
Six (6) Technology Availability Plans (maximum)
are included in the service:
1. GIS
2. Business Systems
3. Public Safety Systems
4. Communications
Technology 5. Operations
Availability Plans 6. Administration
Plans are typically written for each Technology
Team, Platform Type, Data Center Location, or
a combination. Where multiple location plans
are developed, a model plan will be developed
first and then individual plans will be tailored
accordingly.
One (1) IT Incident Response Plan for major
technology or data center(maximum) are
included in the service at the following locations:
IT Incident Response Huntington Beach, CA
Plans Travel for interviews will be limited to one (1)
location:
Huntington Beach, CA
One (1) Technology Availability Scenarios will
be addressed in each plan.
Technology Availability Scenarios are the types of situations
Availability Scenarios that may create an IT disruption. Examples
could include location unavailable, systems
unavailable, security breach.
IT Availability One (1)Workshop (maximum) are included.
Procedures SunGard will facilitate these workshops to
Development develop platform restoration procedures.
Workshops
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Project Assumptions
To help ensure the success of the Technology Availability Plan service, it is imperative
that there be a joint understanding of assumptions. Below are key project assumptions
for this service engagement.
• City of Huntington Beach has identified a senior"Executive Sponsor" to support the
engagement. This Executive Sponsor will serve as the point of coordination to engage
City of Huntington Beach's executive core team members at key points during the
project;
• City of Huntington Beach has identified a "Project Coordinator" to provide operational
assistance to SunGard's consulting team, identifying project participants, arranging
meetings and associated logistics, etc.;
• SunGard has identified an Engagement Manager to serve as the primary project
manager, arrange for the consulting team's scheduling and participation, provide a
consistent interface to City of Huntington Beach executive team, and identify additional
SunGard resources that may be required;
• SunGard has identified an experienced consulting team to help ensure effective delivery
of the project and facilitate knowledge transfer by drawing upon their previous
experiences to provide "best practice" approaches and solutions;
• The plan is targeted only as part of the Implementation phase of City of Huntington
Beach's Information Availability program (see Enterprise Availability Methodology
overview in Section 7). Other program activities, including Business and Technology
Profile, Business Impact Analysis, Business Availability Plans, and Strategy Analysis
and Design, are not part of this engagement, unless otherwise noted;
• A prerequisite of this service is a clear description of executable IT availability strategies
supported by an appropriate level of access to requisite data, associated connectivity,
and business functions. At the outset of this service, an assessment of IT vulnerabilities
faced by City of Huntington Beach (e.g., assessment of current capabilities to mitigate
and respond to an event interrupting normal information availability, and a strategy
review)will be conducted to establish City of Huntington Beach's current capabilities
supporting the Enterprise Availability Program. Should this analysis reveal material
shortfalls in City of Huntington Beach's current capabilities and strategies, designing and
implementing remedies for those shortfalls may delay SunGard's ability to proceed with
this Technology Availability Plan Service, which may require that a change order be
issued. SunGard offers the skills and experience of its Professional Services staff to
assist in remedying such shortfalls; and,
• City of Huntington Beach has previously developed a corporate Incident Management
Plan to govern its response to a situation affecting the business, serving as the umbrella
for coordinating its Business and Technology Availability Plans. In the absence of such
a corporate Incident Management Plan, SunGard will include a framework plan under
which to organize these Technology Availability Plans. In that situation, City of
Huntington Beach should strongly consider developing a highly functional corporate
Incident Management Plan to fulfill this vital business need.
• SunGard will deliver the Technology Availability Plan in Microsoft Word unless the City
of Huntington Beach acquires SunGard's Paragon software.
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Technology Availability Plan - Project Deliverables
Deliverable Description and Purpose
Identify potential vulnerabilities that can threaten
availability of the current technical production
Vulnerability environment and/or recovery capabilities at the
Analysis Report alternate site. Included will be findings and
recommendations regarding data protection, security,
and the sueporting environmental resources.
Analyze and validate the customer's proposed IT
Recovery Strategy, finalize planning scenarios /
assumptions, and review the client's overall recovery
goals, requirements, teams, priorities, and capabilities
relevant the defined objectives.
Effectiveness of these capabilities will drive the
Strategy Report individual Availability Plans, including:
■ Availability Scenario and Response Descriptions;
■ Recovery Time Objective(s)/Recovery Point
Objective(s) summary; and,
■ Declaration Decision Point(s).
**Note: Development of the Availability Strategies is a
pre-requisite to the planning project.
Comprehensive action plans to guide the organization in
mitigating the impacts of a situation, continuing or
restoring critical operations and capabilities, and returning
to normal, following anticipated and unanticipated events
that impact IT's ability to support normal business
processes.
Included in the development of the plan are two major
components, the Technology Prioritization and
Technology Workshops, described as:
Availability ' Listing major applications prioritized according to
Plan(s) availability and recovery objectives; and,
■ SunGard leading individual workshops to develop the
base system (operating system) build procedures for
each stated platform type. These procedures will be
included in the Technology Availability Plans to aid
City of Huntington Beach personnel in effectively
restoring a suitable technology environment that is
consistent with their selected strategies. Development
of system configuration, database, and application-
specific restoration procedures are not included within
the scope of this effort.
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Deliverable Description and Purpose
Each plan is documented with the specific processes for
which the team is responsible, to include the following:
1. Team and Member Information;
2. Personnel Contact Procedures;
3. Contingency Locations;
4. Scenario Response Processes;
5. Summary of personnel, equipment, and other
resource requirements based on availability
objectives:
• Critical personnel by technology area;
• Equipment requirements;
• Critical forms and supplies information; and,
• Critical telecommunications information.
6. Listing of standard recovery configurations required to
support initial and subsequent recovery operation; and,
7. High-level IT Incident Response Plan to provide
framework for coordination and control.
Upon completion of plan development, this event will
demonstrate to City of Huntington Beach's executive
team that their personnel now possess the
capabilities required to effectively execute the basic
processes, to manage restoration of the stated
technology areas, and to meet business objectives.
Selected teams will participate in an exercise using a
prepared scenario and scripts to demonstrate these
Capabilities capabilities. This exercise will validate:
Demonstration • Plan strategies and procedures;
Event • Team roles and responsibilities;
■ Plan execution; and,
■ Capability to use software tools to support the above.
This Event will be preceded by focused training
exercises tailored to enhance functional
understanding of these plans by City of Huntington
Beach IT personnel and to help ensure full transfer of
knowledge and capability is achieved.
Achievement and SunGard's project team will conclude this service by
Availability meeting with City of Huntington Beach's executive
Assessment sponsor and other designated senior executives to
Presentation review results of the project, recognize areas of
achievement, and discuss overall recommendations
jmp/contracts group/exA/6/28/07
Deliverable Description and Purpose
regarding:
■ An effective roadmap to reduce or
eliminate any remaining gaps limiting
continued Information Availability
program improvement;
■ Initial communications plans to the
enterprise;
■ Ongoing testing and validation program,
including target criteria for
measurement, frequency, and scope of
validation program;
■ Recommended approach and
frequency for maintaining the plans as
business and technology requirements
evolve; and,
■ This presentation will also include an
interactive discussion comparing the
state of City of Huntington Beach's
Information Availability program at the
conclusion of this service to its state at
the beginning of the project.
jmp/contracts group/exA/6/28/07
Technology Availability Plan - Methodology &
Approach
Technology Availability Plan Methodology
The methodology supporting the Technology Availability Plan (TAP) service is carefully
crafted to understand the customer's critical business issues, identify current risks,
capabilities, and strategies, as well as develop, document, and validate a
comprehensive action plan that guides an organization in the return of essential IT
operations following anticipated and unanticipated events. The combined Segments
and Sub-Segments in the methodology diagram below represent the complete
engagement process flow used to deliver the TAP service, which may be iterative in
nature, or overlapping in task completion. This diagram can be referenced as a work
breakdown structure of actions completed during the service delivery engagement.
Information apa i hies ina to e
Pre-Onsite Plan Workshop Demo.Event& Achievement&
Discovery Availability Preparation Materials Availability
FDiscovery Develo ment Assessment Pres.
Plan Development Customer
FOn,,te Discovery Strategy Review Kick Off Software Training
&Awareness
Technology IT Incident Capabilities
Prioritization Response Plan Demonstration
Development Event
Information IT Availability
Availability Procedure(s) Finalize Plan
Assessment Development
Technical
Procedures
Service Review
Assemble Plan
Figure 3: SunGard's Technology Availability Plan Methodology
jmp/contracts group/exA/6/28/07
The TAP Service project lifecycle consists of five (5) Segments:
■ Discovery— Learn the customer's overall environment and assess potential risks that
could affect information availability;
■ Current Capabilities Framework—Analyze the customer's availability strategy, and
help ensure that a prioritized, logical, and complete availability and recoverability
strategy is documented, as well as information availability capabilities established;
■ Plan Development— Lead the overall Technology Availability Plan development
activities in order to develop the IT Incident Response, and Technology Availability Plans
and Procedures;
■ Validation — Exercise the Technology Availability Plan in order to help ensure the
customer's ability to use the plan, test for completeness and coherency, and identify
gaps, issues, and concerns; and,
■ Availability Assessment—Assess and communicate the end state availability
capabilities of the customer, as well as next steps to improve information
availability.
Project Approach
• Plan and Initiate Project
Prior to arriving at City of Huntington Beach's site, SunGard's consulting team
will conduct basic research to understand City of Huntington Beach's business
needs, functions, products, and/or services.
A formal project planning session will be conducted when the team arrives at City of
Huntington Beach's site. During this session, the overall Statement of Work, approach,
and customer expectations will be identified and discussed. In addition, action will be
taken on the following:
■ Project dates and milestones;
■ Identification of workshop participants;
■ Selection of project approach to best meet City of Huntington Beach's
business needs; and,
■ Customization of questionnaires for data gathering.
• Discovery Segment
The Discovery Segment begins the actual process of accumulating the
information and data that will be used to formulate the Technology Availability
Plans. The success of the project is largely contingent upon both parties
achieving a clear understanding of the business issues that must be addressed
and achieved by the project. Discovery accomplishes that objective.
The team will spend time with the core executive group to quickly acquire a
strong grounding in City of Huntington Beach's business and technical
environment. They will also gain additional insight through focused discussions
jmp/contracts group/exA/6/28/07
with key business and IT personnel, visits to significant facilities, review of
project-related documents, and participation in selected working sessions.
• Current Capabilities Framework Segment
The project team will have reviewed available City of Huntington Beach documentation
gathered from previous initiatives (Business Impact Analysis, Business and Technology
Profile, Information Availability Strategy Analysis and Design, existing recovery and
availability service contracts, Discovery Segment, etc.). Building upon that information,
they will meet with the executive sponsor to validate previous analysis and design
decisions and confirm the availability strategies/recovery objectives that will be used to
guide the plans. The objective of this segment is to help ensure alignment with
expectations, strategies, capabilities, and requirements as the key drivers to plan
development. This information will be documented in the Vulnerability Analysis Report.
• Plan Development Segment
The Technology Availability Plans include the "who, what, when, where and how" to
respond to a disruption in IT normal operations resulting from one of the selected
scenarios. Selecting a technology unit/process/ location, the team will develop a
model availability plan, including responses, activities, durations, roles, and
responsibilities. The team will review the model with City of Huntington Beach's project
sponsor. Upon acceptance, it will become the template used to develop all other plans.
For each Technology Availability Plan, the team will:
■ Document the scenario responses (time or non-time dependent);
■ List the major and detailed activities, including milestones and dependencies;
■ Estimate timeframes and identify responsibilities for completing the major activities;
■ Develop detailed resource requirements (time or non-time dependent);
■ Identify team roles and responsibilities;
■ Collect relevant reference support materials (typically attachments of diagrams,
procedures, etc.); and,
■ Lead workshops with City of Huntington Beach IT personnel to develop base system
build (operating system level) or network restoration procedures for types of
technology areas identified in the scope section of this proposal. These procedures
can then be customized by City of Huntington Beach for the remaining specific
systems to be restored. System configuration, database, and application specific
restoration procedures are not included within the scope of this effort.
Plan Development activities will conclude with a period of focused training for City of
Huntington Beach personnel to help ensure full transfer of knowledge has occurred.
• Validation Segment
A Capabilities Demonstration Event will be conducted to actually demonstrate to
City of Huntington Beach's executive team that their personnel now possess the
capability to effectively execute the basic processes to manage restoration of the
stated IT environment and meet business objectives. During this event, selected
jmp/contracts group/exA/6/28/07
teams will participate in an exercise using a prepared scenario and script. As a
key part of SunGard's commitment to knowledge transfer throughout the project,
focused training sessions will precede this event to help ensure that all
participants understand Information Availability concepts in general and usage of
these plans in particular. The Capabilities Demonstration Event exercise will
validate:
■ Plan strategies and procedures;
■ Team roles and responsibilities;
■ Plan execution; and,
■ Capability to use software tools to support the above.
• Availability Assessment Segment
SunGard's project team will conclude this service in a special meeting with the
executive sponsor to review results of the project, recognize areas of
achievement, and discuss overall recommendations regarding:
■ An effective roadmap to reduce or eliminate any remaining gaps limiting continued
availability program improvement;
■ Initial communications plans to the enterprise;
■ Ongoing testing and validation program, including target criteria for measurement,
frequency, and scope of validation program; and,
■ Recommended approach and frequency for maintaining the plans as business and
technology requirements evolve.
This presentation will also include an interactive discussion comparing the state of City
of Huntington Beach's availability at the conclusion of this service to its state at the
beginning of the project—always a very insightful discussion.
• Project and Quality Management
Underlying this service engagement is SunGard's Project and Quality
Management process, which is based upon Project Management Internationale
(PMI®) principles. This helps ensure that the project is performed effectively to
fulfill City of Huntington Beach's expectations. In addition, SunGard utilizes peer
reviews among members of the project team at key points in the project to
validate that quality expectations are being met, "best practices" are employed,
and creative ideas and solutions are considered. Experience has proven that
each of these steps adds considerable value to the overall project results.
2 PMI stands as a global leader in the development of standards for the practice of project management.
jmp/contracts group/exA/6/28/07
Appendix
SunGard's Enterprise Availability Roadmap
The Enterprise Availability Roadmap from SunGard Availability Services is the result of
our dedication to best practices and overriding goal of keeping people and information
connected. The roadmap describes an entire information availability program lifecycle
for an organization and also represents the approach our consultants use in delivery of
comprehensive enterprise availability solutions.
As the pioneers of the disaster recovery industry, SunGard Availability Services offers
the most extensive depth of knowledge in our discipline—the result of 27 years of
experience with thousands of customers across all major industries and platforms. This
unique perspective enables us to deliver solutions based upon best practices and to
continually improve our solution development and delivery using this industry
knowledge.
SunGard's Enterprise Availability Roadmap is divided into five distinct phases,
combining a unique blend of people, processes, information, software, and
infrastructure. The phases - Evaluate, Architect, Implement, Activate, and Sustain -
provide a modular, scalable approach to facilitate a customer-focused Information
Availability program, and form a comprehensive, innovative service methodology that
adds rapid and incremental value.
Business COMS Feedback
Requiremwts scenmios Schedule Action Plam Tfiggers
F3E } Wagy
VCiYfii dRdF7 Mai
[Tf1t31t�J�3 E 'E1� ,� �c'3, it0�
Soles
Ind ,Design .. BUase€nt Trr�
Li LLJ
Benchmark Proven Solutions Quality& Proven Track Chcrugt�t
Efficient Delivery Record f. tershi
Fig
ure 3: SunGard's Enterprise Availability Roadmap
The Business Impact Analysis service is the milestone deliverable, from the Impact
Analysis Segment, within the Enterprise Availability Roadmap, represented by the red
circle in the figure above. This Business Impact Analysis service approach defines the
quantitative / qualitative and financial / non-financial impacts on the organization, when
a planned or unplanned situation occurs, which affects an organizati
jmp/contracts group/exA/6/28/07
C. CITY'S DUTIES AND RESPONSIBILITIES:
• Identify knowledgeable participants who will be available to support the project
• Assign a single point of contact for all issues that require escalation and resolution
• Assign an Executive Sponsor to help ensure ongoing City of Huntington Beach
focus and support
• Assign a program sponsor to identify and coordinate City of Huntington Beach
resources
• Provide timely response to all requests for information,review and resources
• Provide business and/or technical resources to assist SunGard to the extent
required in this Statement of Work
• Provide detailed information about analysis requirements
• Provide input from the identified pre-requisite information
• Ensure participation of key executive personnel in meetings where critical
decisions must be made
• Provide workspace for the project team with access to the Internet
• CITY will provide to CONSULTANT, as and when necessary, all information,
data and other materials concerning CITY'S personnel, operations and facilities
and other relevant aspects of CITY'S business, to the extent required by
CONSULTANT to properly perform the services. All such information, data and
materials provided to CONSULTANT by any of CITY'S personnel will be
accurate, current and complete, and may be relied upon by CONSULTANT in
performing the services. CITY will be responsible for preparing and maintaining
backup or duplicate copies of all such information, data and materials, and
CONSULTANT will have no liability for any loss or damage resulting from
CITY'S failure to do so.
• Further, CITY will provide CONSULTANT access to CITY'S offices and
facilities at mutually agreeable times,make available to CONSULTANT
experienced personnel having knowledge of CITY'S operations and other
relevant aspects of CITY'S business, and cooperate with CONSULTANT in all
respects reasonably necessary to allow CONSULTANT to perform the services.
D. WORK PROGRAM/PROJECT SCHEDULE:
1. Business Impact Analysis—8 to 12 weeks
(see Section 4.3 of SunGard Scope of Work-Attached)
2. Strategy Analysis—6 to 10 weeks
(see Section 8.1 of SunGard Scope of Work—Attached)
3. Technology Availability Plan
(See Section 12.3 of SunGard Scope of Work—Attached)
jmp/contracts group/exA/6/28/07
EXHIBIT B
1
EXHIBIT "B"
Payment Schedule
I. Charges for time during travel are normally not reimbursable and will only be paid if
such time is actually used in performing services for CITY or as otherwise arranged with CITY.
2. CONSULTANT shall be entitled to a full payment towards the fixed fee set forth
herein in accordance with the following fee schedule:
Upon Agreement Acceptance $30,000
Upon Completion of Business Impact Analysis $30,000
Upon Delivery of Strategy Analysis $30,000
Upon Delivery of First Draft of Technology Availability Plan $30,000
At Plan Development Completion $30,000
Total fees for the services, to include all associated expenses for the project team, shall not exceed One
Hundred Fifty Thousand Dollars ($150,000.00) for the term of the Agreement. CONSULTANT shall
not continue with any work effort over the amount of the maximum limit, unless first authorized in
writing by the CITY authorized representative(s).
3. CONSULTANT shall submit to CITY with an invoice for each progress payment
due,a document including the following information:
1) Reference to this Agreement
2) Description of the services performed;
3) Total amount of the payment due;
4) An estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall include a document
containing all of the information required above, and in addition shall list the hours expended and
hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed
is in accordance with the extra work or additional services requested, and if CITY is satisfied that the
statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably
withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as
separate and apart from the ongoing performance of the remainder of this Agreement.
ATTACHMENT #2
S INSURANCE AND INDEMNIFICATION WAIVER
Hun Baan MODIFICATION REQUEST
1. Requested by: Jack Marshall, Information Services Director
2. Date: July 30, 2007
3. Name of contractor/permittee: SunGard Availability Services, LP
4. Description of work to be performed: Business Impact Analysis
5. Value and length of contract: $150,000,_1-Year
6. Waiver/modification request: Waive zero deductible Certificate Holder and Cancellation
7. Reason for request and why it should be granted: Sungard will not change insurance
8. Identify the risks to the City in approving this waiver/modification: There should be none
associated with this project.
� � /U- 7-30-07
Department Head Signature Date:
APPROVALS
Approvals must be obtained in the order listed on this form. Two approvals are required
for a request to be granted. Approval from the City Administrator's Office is only required if
Risk Management and tto City Alto. ey's Office disagree.
1. Risk Management �+
Approved ❑ Denied
Signature
-
2. ity Attorney's Off'
A proved ❑ D ie •O
Sign;gtjrQ Date
3. City Administrator's Office
❑ Approved ❑ Denied
Signature Date
If approved;the completed waiver/modification request is to be submitted to the
City Attorney's Office along with the contract for approval. Once the contract has been approved,
this form is to be filed with the Risk Management Division of Administrative Services
MARSH CERTIFICATE Of INSURANCE CERTIFICATE NUMBER
CLE-001473692-19
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
Marsh USA Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
TWO LOGAN SQUARE POLICY.TH15 CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE
PHILADELPHIA,PA 19103-2797 - AFFORDED BY THE POLICIES DESCRIBED HEREIN.
Attn:Email: Contract.ReviewCSS@marsh.COm COMPANIES AFFORDING COVERAGE
COMPANY
9365-CAPIT-E&O-07-08 AVAIL E&O A LLOYDS OF LONDON
INSURED COMPANY
SUNGARD DATA SYSTEMS INC. B
&ITS SUBSIDIARIES
PART OF SUNGARD CAPITAL CORP. COMPANY
680 E.SWEDESFORD ROAD C
WAYNE,PA 19087
COMPANY
D
COVERAGES This certificate supersedes and replaces arry previously issued cerfificate for the policy period noted below. 6
THIS IS TO-CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD-INDICATED:
NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERFJN IS SUBJECT TO ALL THE TERMS.CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE
LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE I POLICY NUMBERPOLICY EFFECTIVE POUCY EXPIRATION LIMITS
LTR DATE(MMIOWM DATE(MMIDDIM
GENERAL UABILITY
GENERAL AGGREGATE $
COMMERCIAL GENERALLIABILITY-
PRODUCTS-COMP/OP AGO
CLAIMS MADE OCCUR PERSONAL&ADV INJURY $
OWNERS&CONTRACTOR'S PROT EACH OCCURRENCE $
FIRE DAMAGE(Any one fire) $
MID EXP fft one n) $
AUTOMOBILE LIANUN
COMBINED SINGLE LIMIT $
ANY AUTO p� T�
ALL OWNED AUTOSAP OVEp FORM BODILY INJURY $
SCHEDULED AUTOS (Per won)
HIRED AUTOS NIFE MATH, City Attomey B(MILYINJURY $
NON43WNED AUTOS (PeralxiderB)
PROPERTYDAMAG£ $
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANYAUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT $
AGGREGATE $
EXCESS LIABILITY
EACH OCCURRENCE- $
UMBRELA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM $.
WORKERS COMPENSATION AND VVC A T
EMPLOYEIWL ABILITV TORY LIMITS ER -.
EL EACH ACCIDENT $
THE PROPRIETORI INCL EL DISEASE-POUCY L041T $
PARTNERSIEXECUTIVE
OFFICERS ARE: EXCL r=L DISEASE-EACH EMPLOYEE $
1DTH R CLAIMS-MADE POLICY
A TECHNOLOGY QF031807(1) 07/30107 07130/08 AGGREGATE 20,000,000
PROFESSIONAL LIABILITY SIR 5,000,000
(ERRORS&OMISSIONS)
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIAL ITEMS
EVIDENCE OF INSURANCE
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE POLICES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAL A DAYS WRITTEN NOTICE TO THE
SUNGARD AVAILABILITY SERVICES CERTIFICATE HOLDER NAMED 1 IN BUT FAIURRE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
PART OF SUNGARD DATA SYSTEMS INC.
680 E.SWEDESFORD ROAD LIMUTY OF ANY RIND UPON THE INSURER AFFORDING CWERAGE,ITS AGENTS OR REPRESEHTATNES,OR THE
WAYNE,PA 19087 ISMAER OF THIS CERTIFICATE.
MARSH USA INC.
BY: '.Mary Radaszewski —MA-7
MM'1(3102) VALID AS OF:07/26/07
• y� `
' 'z - „ ✓ CAT _-.6��: ,
MAR H
� - /h It jjJ _ CERTIFI E NUMBER
CLE 001565078 01
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
Marsh USA Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
TWO LOGAN SQUARE POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE
PHILADELPHIA,PA 19103-2797 AFFORDED BY THE POLICIES DESCRIBED HEREIN.
Attn:Contract.ReviewCSS@marsh.com Fax:212-948-1306 COMPANIES AFFORDING COVERAGE
COMPANY
69365-SUNGA-GAWU-07-08 A LIBERTY MUTUAL FIRE INSURANCE COMPANY
INSURED COMPANY
SUNGARD DATA SYSTEMS INC., B AMERICAN GUARANTEE&LIABILITY INSURANCE CO
ITS COMPANIES AND SUBSIDIARIES
680 E.SWEDESFORD ROAD COMPANY
WAYNE,PA 19087 C LIBERTY INSURANCE CORPORATION
COMPANY
D
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THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE(MM/DDIYY) DATE(MMIDDIYY)
A GENERAL LIABILITY TB2-631-508221-047 05/01/07 05/01/08
GENERAL AGGREGATE $ 10,000,000
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 2,000,000
CLAIMS MADE Fx_1 OCCUR PERSONAL&ADV INJURY $ 1,000,000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000
X CONTRACTUAL i tAgii my FIRE DAMAGE(Any one fire) $ 1,000,000
MED EXP Any oneperson) $ 10,000
A AUTOMOBILE LIABILITY AS2-631-508221-057 05/01/07 05/01/08
COMBINED SINGLE LIMB $ 2,000,000
RX ANY AUTO
ALL OWNED AUTOS DEDUCTIBLES: BODILY INJURY $
SCHEDULED AUTOS COMP:$1000 PPT,HIRED PPT, (Per person)
X HIRED AUTOS LT TRUCK/$3000 OTHER BODILY INJURY $
X NON-OWNED AUTOS COLL:$1000 PPT,HIRED PPT, (Per accident)
X UTO PHYSICAL DAMAGE LT TRUCK/$3000 OTHf R
�PP g OKIRD A r o R* PROPERTY DAMAGE $
GARAGE LIABILITY 5\T AS TO
i�1V1 AUTO ONLY-EA ACCIDENT $
ANY AUTO J I .3 H,City A OTHER THAN AUTO ONLY:
EACH ACCIDENT $
AGGREGATE $
B EXCESS LIABILITY AUC534628202 05/01/07 05/01/08 EACH OCCURRENCE $ 4,000,000
X UMBRELLA FORM AGGREGATE $ 4,000,000
OTHER THAN UMBRELLA FORM $
C WORKERS COMPENSATION AND WA7-63D-508221-017 AOS WC STATU- OTH-
EMPLOYERS'LIABILITY
05/01/07 05/01/08 X TORYLiMITS ER
C WC7-631-508221-027(WI) 05/01/07 05/01/08 EL EACH ACCIDENT $ 1,000,000
THE PROPRIETOR/ X INCL EL DISEASE-POLICY LIMIT $ 1,000,000
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ 1,000,000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS
CERTIFICATE OF INSURANCE IS ISSUED AS EVIDENCE OF COVERAGE ONLY.
TE ftt�D a E�1 ? � p�
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE
SUNGARD CAPITAL CORP.AND ITS COMPANIES CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
AND SUBSIDIARIES
680 E.SW EDESFORD ROAD LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESENTATIVES,OR THE
WAYNE,PA 19087 ISSUER OF THIS CERTIFICATE.
MARSH USA INC.By: Mary Radaszewski
r � n ( tl2} k VALID AS OF s05/08/07
ce ,�,�' � ..--��...,� .,. Y.,,,r.,. . .� -"T ,� I• gin. '<->'� tdGtM,�,- ,.� ;o
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ry y
' INSURANCE AND INDEMNIFICATION WAIVER
tdma �h®:
MODIFICATION REQUEST
1. Requested by: Information Services Department
2. Date: June 1, 2007
3. Name of contractor/permittee: SunGard Availability Services LP
4. Description of work to be performed: Develop Business Impact Analysis, Strategy
Analysis and Technology Availability Plan
5. Value and length of contract: $150,000 and 1 Year
6. Waiver/modification request: See attached
7. Reason for request and why it should be granted: SunGard will not agree to the
Professional Services Contract without these changes
8. Identify the risks to the City in approving this waiver/modification: Not likely to impact this
Project for the type of work being performed. Please see attachment to this document.
C�- Ama, June 1, 2007
Department Hea Signature Date:
APPROV77,
ALS
Approvals must:"be obtained in"the order Nsted on this form Two a6pro4als are re
fora request#o b'e,granted. Approval from the City Adm {7ffi inistrator's ce is only required
t`: Risk Management d;t , City'Attorne s,Office disagree k,
1. Ri Management
v Approved ❑ Denie ---
Signature Date
2. City At rney's Office -
A oved ❑ Denie l0 1 Dom'
Signature bate
3. City Administrator's Office
❑ Approved ❑ Denied
Signature Date
1f approved,""the completed waiver/modification request is to be submitted to the
City Attorneys 0ffice;aiong:vvi#h the,
contract forapproval Once the"contrae#;has=been approved,
this.form is*be filed'"with the Risk Management;,'Nision,of Administrative Serv�ees`
Insurance Waiver 6/1/2007 11:42:00 AM
Attachment to Insurance and Indemnification Waiver Modification Request
Prepared by Jack Marshall Information Serviced Director
June 1, 2007
The Information Services Department wishes to use SunGard Availability
Services LLP to develop a business impact analysis, strategy analysis and
technology availability plan.
SunGard Availability Services LLP is a leader in the field of Disaster
Recovery/Business continuity and has years of experience developing similar
plans for hundreds of public and private sector clients.
This plan will outline the steps required to put in place the systems and
contractors to continue the City's essential business process following a disaster
impacting our on-site computer and related systems and applications.
There is currently an expectation that City computer systems will provide
continued City business processes following a disaster but this is not the case.
The business impact analysis, strategy analysis and technology availability plan
we are requesting will outline a range of business continuity levels and costs
from which City decision makers can select.
City Information Services staffing and workload do not provide the capacity and
to develop the required plan nor is it feasible for the department to hire
permanent staff with disaster recovery expertise to develop this plan.
ATTACHMENT TO WAIVER
Re: SunGard Agreement
9. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's
subcontractors, if any) negligent performance of this Agreement or its failure to comply with any
of its obligations contained in this Agreement by CONSULTANT, its officers, agents or
employees except such loss or damage which was caused by the sole negligence or willful
misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and.
Notwithstanding the foregoing, CONSULTANT agrees to pay CITY's attorney fees only arising
from third party claims. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as limitation upon the
amount of indemnification to be provided by CONSULTANT.
(a) In addition, CONSULTANT shall indemnify and hold harmless CITY
against any claims, actions, damages, losses or liabilities to the extent arising from
infringement of any U.S. patent, copyright or other proprietary right resulting from
CITY's use of intellectual property developed or owned by CONSULTANT and used to
provide the services. CONSULTANT'S liability with respect to this infringement
indemnification is limited to making the services non-infringing or arranging for CITY'S
continued use of the services, provided that, if both of the foregoing options are
commercially impracticable for CONSULTANT, then upon written notice to CITY,
CONSULTANT may cancel the affected portion of the services and refund to CITY any
prepaid fees for such services. With respect to intellectual property of third parties that is
used by CONSULTANT to provide the services, CONSULTANT will, to the extent
possible, provide to CITY the full benefit of all applicable warranties and indemnities
granted to CONSULTANT by such third parties.
(b) In addition, CITY shall indemnify and hold harmless CONSULTANT
against any claims, actions, damages, losses or liabilities to the extent arising from (i)
infringement of any U.S. patent, copyright or other proprietary right attributable to
CITY'S data, content, software or other materials, and (ii) CITY'S use of any services in
violation of any law, rule or regulation.
(c) An indemnifying party shall have no obligation for indemnification unless
the other party promptly gives written notice to the indemnifying parry after any
applicable matter arises and allows the indemnifying party to have sole control of the
defense or settlement of any underlying claim, at its sole cost and expense; provided that
the indemnifying party may not settle a claim without the other party's prior written
10634 1
consent. Notice will be considered prompt as long as there is no material prejudice to the
indemnifying party.
10. LIMITATION OF LIABILITY
(a) Under no circumstances shall either party be liable for lost revenues, lost
profits, loss of business, or consequential, indirect, exemplary, special or punitive
damages of any nature, whether such liability is asserted on the basis of contract, tort
(including negligence or strict liability) or otherwise, and whether or not the possibility of
such damages is foreseeable; provided that this exclusion shall not apply to (i) the party's
respective confidentiality obligations under Section 7, (ii) CONSULTANT'S
indemnification obligations under Sections 9 and 10(b)with respect to willful misconduct
and under Sections 9 and 10, (iii) CITY'S indemnification obligations under Sections 9
and 10 with respect to willful misconduct and under Sections 9 and 10, and (iv) CITY'S
payment obligations.
(b) Except for CONSULTANT'S indemnification obligations under Sections
9 and 10 with respect to willful misconduct and under Sections 9 and 10,
CONSULTANT'S total liability, whether in contract, tort(including negligence or strict
liability), or otherwise, shall not exceed the actual service fees paid by CITY for the
services under Exhibit A.
(c) Except for any direct damages caused by CONSULTANT'S negligence or
willful misconduct, CONSULTANT shall have no liability for any damage to, or loss or
theft of, any of CITY'S data, files, software, code, scripts, operating systems,
applications, data storage media, or other property that occurs during shipment, storage,
handling, use or restoration by CONSULTANT or CITY in conjunction with the services.
(d) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR
EXHIBITS ATTACHED HERETO, CONSULTANT MAKES NO
REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR
IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE
OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION,NON-
INTERFERENCE OR NON-INFRINGEMENT.
10634 2
RCA ROUTING SHEET
INITIATING DEPARTMENT: Information Services
SUBJECT: Professional Services Contract with Sungard
Availability Services, LP
COUNCIL MEETING DATE: August 6, 2007
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable ❑
Resolution (w/exhibits & legislative draft if applicable) Attached ❑
Not Applicable ❑
Tract Map, Location Map and/or other Exhibits Attached ❑
Not Applicable ❑
Contract/Agreement (w/exhibits if applicable) Attached
(Signed in full by the City Attorney) Not Applicable ElSubleases, Third Party Agreements, etc. Attached ❑
(Approved as to form by City Attorney) Not Applicable ❑
Certificates of Insurance (Approved by the City Attorney) Attached
Not Applicable ❑
Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑
Not Applicable ❑
Bonds (If applicable) Attached
t Applicable ❑No
Staff Report (If applicable) Attached
t Applicable p No
Commission, Board or Committee Report (If applicable) Attached ❑
Not Applicable ❑
Findings/Conditions for Approval and/or Denial NoAttached Applicable p
EXPLANATION O 1 I NG-ATTACHMENT
REVIEWED a RETURNED FOR RDED
Administrative Staff ( )
Deputy City Administrator Initial )
City Administrator Initial
City Clerk ( )
EXPLANATION'FOR RETURN.OF ITEM:
Only)(Below Space For City Clerk's Use
RCA Author: Keith/Marshall x5515
City of Huntington Beach
2000 Main Street • Huntington Beach, CA 92648
OFFICE OF THE CITY CLERK
i
JOAN L. FLYNN
CITY CLERK
August 24, 2007
Brian Blind
SunGard Availability Services
4500 Fuller Dr., Suite 150
Irving, TX 75038
Dear Mr. Blind.-
Enclosed for your records is a duplicate original of the Professional Services Contract
between the City of Huntington Beach and SunGard Availability Services. for a Strategy
Analysis and a Technology Availability Plan.
Sincerely,
. F n
ty Clerk
JF:pe
Enclosure: Agreement
G:fol)owup:agrmtltr
Sister Cities: Anjo, Japan • Waitakere, New Zealand
(Telephone:714-536-5227)
Page 1 of 1
Esparza, Patty
From: Keith, Colleen E.
Sent: Thursday, August 23, 2007 1:17 PM
To: Esparza, Patty
Subject: FW: Sungard Contract
Hi Patty,
For SunGard, the vendor's copy of the signed contract should be sent to the following person:
Brian Blind
SunGard Availability Services
4500 Fuller Dr., Suite 150
Irving, TX 75038
The other contract is our copy.
Colleen
From: Rehwinkel, Gwen
Sent: Thursday, August 23, 2007 12:10 PM
To: Keith, Colleen E.
Subject: Sungard Contract
Colleen,
I talked to Patty Esparza about the Sungard Contract.
She hopes to have it ready either today—probably by tomorrow or a bit later.
I told her you had a mailing address for Sungard.
Email her the correct mailing address and she will mail the finalized contract to them.
8/23/2007