HomeMy WebLinkAboutR-02-0624J-02-519
6/4/02
02- 624
RESOLUTION NO.
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT (S) AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM,
WITH UNISYS CORPORATION FOR THE ACQUISITION OF
SURETY/EXTENDED WARRANTEE SUPPORT FOR THE
CITY'S EXCHANGE SERVER CLUSTER FOR A PERIOD OF
ONE YEAR, WITH AN OPTION TO EXTEND FOR ONE
YEAR, IN AN ANNUAL AMOUNT NOT TO EXCEED
$12,500; ALLOCATING FUNDS FROM ACCOUNT CODE
NO. 001000.460101.6.670.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is authorized!/ to execute
Professional Services Agreement, in substantially the attached
form, with Unisys Corporation for the acquisition of
surety/extended warrantee support for the City's exchange server
cluster for a period of one year, with an option to extend for
one year, in an annual amount not to exceed $12,500, with funds
allocated from Account Code No. 001000.460101.6.670.
1� The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but
not limited to those prescribed by applicable City Charter and Code
provisions.
CITY CIDMVEMON
KEM=G fZ
J U N 1 3 2002
BoA No.
02- 624
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.2/
PASSED AND ADOPTED this 13th
ATTEST:
PRISCILLA A. THOMPSO
CITY CLERK
APPROVE
ITY
day of June
. 2002.
*%' aeze 60t 6-0ex
tAANUEL A. DIAZ, MAYOR
FOI�RAND CORRECTNESSrl-
VILARELLO
264:tr:LB
If the Mayor does not sign this Resolution, it shall become effective
at the end of ten calendar days from the date it was passed and
adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
Page 2 of 2
0 2- 624
Form VI(a)
SERVICES AGREEMENT
OR
PROFESSIONAL SERVICES AGREEMENT
This Agreement is entered into this _ day of , 200! (but effective as of
) by and between the City of Miami, a municipal corporation of the State
of Florida ("City") and
("Provider").
a corporation
RECITALS:
A. The City is in need of (explain services) , (for its
department) ("Services").
B. Provider possesses all necessary qualifications and expertise to perform the
Services.
C. The City wishes to engage the services of Provider, and Provider wishes to
perform the services for the City, under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
TERMS:
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
2. TERM: The term of this Agreement shall be
commencing on the effective date hereof.
02- 624
3. OPTION TO EXTEND: The City shall have option(s) to extend the term
hereof for a period of (_)each, subject to availability and appropriation of funds.
City Commission approval shall not be required as long as the total extended term does not
exceed two (2) years, or a period equal to the original term of this Agreement, whichever is
longer.
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services as specifically described, and subject to
the special terms and conditions set forth in Attachment "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Provider represents and warrants to the City that: (i) it possesses all
qualifications, licenses and expertise required for the performance of the Services; (ii) it is not
delinquent in the payment of any sums due the City, including payment of permit fees,
occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all
personnel assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be
performed in the manner described in Attachment "A".
5. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on the
rates and schedules described in Attachment `B" hereto, which by this reference is incorporated
into this Agreement; provided, however, that in no event shall the amount of compensation
exceed $ [per year].
B. Unless otherwise specifically provided in Attachment `B", payment shall be made
within forty five (45) days after receipt of Provider's invoice, which shall be accompanied by
Jeo:PSAFormVKa)-(Corp).doc 2 02-
624
24
sufficient supporting documentation and contain sufficient detail, to allow a proper audit of
expenditures, should City require one to be performed. If Provider is entitled to reimbursement
of travel expenses (i.e. Attachment `B" includes travel expenses as a specific item of
compensation], then all bills for travel expenses shall be submitted in accordance with Section
112.061, Florida Statutes.
6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, report or any other material whatsoever which is given by the City to
Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms
of this Agreement is and shall at all times remain the property of the City. Provider agrees not to
use any such information, document, report or material for any other purpose whatsoever without
the written consent of City, which may be withheld or conditioned by the City in its sole
discretion..
7. AUDIT AND INSPECTION RIGHTS:
A. The City may, at reasonable times, and for a period of up to three (3) years
following the date of final payment by the City to Provider under this Agreement, audit, or cause
to be audited, those books and records of Provider which are related to Provider's performance
under this Agreement. Provider agrees to maintain all such books and records at its principal
place of business for a period of three (3) years after final payment is made under this
Agreement.
B. The City may, at reasonable rimes during the term hereof, inspect Provider's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and
Jeo:PSAFormV[(a)-(Corp).doc 3
02- 624
assistance to facilitate the performance of tests or inspections by City representatives. All tests
and inspections shall be subject to, and made in accordance with, the provisions of Section 18-
55.2 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from
time to time.
8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it
has not employed or retained any person or company employed by the City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement.
9. PUBLIC RECORDS: Provider understands that the public shall have access, at all
reasonable times, to all documents and information pertaining to City contracts, subject to the
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public
to all documents subject to disclosure under applicable law. Provider's failure or refusal to
comply with the provisions of this section shall result in the immediate cancellation of this
Agreement by the City.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider
understands that agreements between private entities and local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and
local laws, rules, regulations, codes and ordinances, as they may be amended from time to time.
11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its officials, employees and agents (collectively referred to as "Indemnitees") and each
of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
Jeo:PSAFormVI(a)-(Corp).doc 4
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in connection with (i) the performance or non-performance of the services contemplated
by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by
any act, omission, default or negligence (whether active or passive) of Provider or its employees,
agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is
alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act,
omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or
(ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the
Provider to conform to statutes, ordinances, or other regulations or requirements of any
governmental authority, federal or state, in connection with the performance of this Agreement.
Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from
and against all liabilities which may be asserted by an employee or former employee of Provider,
or any of its subcontractors, as provided above, for which the Provider's liability to such
employee or former employee would otherwise be limited to payments under state Workers'
Compensation or similar laws.
12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to Provider while Provider was in default shall
be immediately returned to the City. Provider understands and agrees that termination of this
Agreement under this section shall not release Provider from any obligation accruing prior to the
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effective date of termination. Should Provider be unable or unwilling to commence to perform
the Services within the time provided or contemplated herein, then, in addition to the foregoing,
Provider shall be liable to the City for all expenses incurred by the City in preparation and
negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -
procurement of the Services, including consequential and incidental damages.
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that
all disputes between Provider and the City based upon an alleged violation of the terms of this
Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to
Provider being entitled to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds $4,500, the City Manager's decision shall be
approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial
relief unless: (i) it has first received City Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds $4,500; or (ii) a period of sixty
(60) days has expired, after submitting to the City Manager a detailed statement of the dispute,
accompanied by all supporting documentation (90 days if City Manager's decision is subject to
City Commission approval); or (iii) City has waived compliance with the procedure set forth in
this section by written instruments, signed by the City Manager.
14. CITY'S TERAHNATION RIGHTS:
A. The City shall have the right to terminate this Agreement, in its sole discretion, at
any time, by giving written notice to Provider at least five (5) business days prior to the effective
date of such termination. In such event, the City shall pay to Provider compensation for services
rendered and expenses incurred prior to the effective date of termination. In no event shall the
Jeo:PSAFormVI(a){Corp).doc 6 02- 624
City be liable to Provider for any additional compensation, other than that provided herein, or for
any consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice or
liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City
shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all
amounts received while Provider was in default under this Agreement.
15. INSURANCE: Provider shall, at all times during the term hereof, maintain such
insurance coverage as may be required by the City. All such insurance, including renewals, shall
be subject to the approval of the City for adequacy of protection and evidence of such coverage
shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force
and effect and providing that it will not be canceled during the performance of the services under
this contract without thirty (30) calendar days prior written notice to the City. Completed
Certificates of Insurance shall be filed with the City prior to the performance of services
hereunder, provided, however, that Provider shall at any time upon request file duplicate copies
of the policies of such insurance with the City.
If, in the judgment of the City, prevailing conditions warrant the provision by Provider of
additional liability insurance coverage or coverage which is different in kind, the City reserves
the right to require the provision by Provider of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in
requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty
(30) days following the City's written notice, this Contract shall be considered terminated on the
date the required change in policy coverage would otherwise take effect.
Jeo:PSAFormVI(a)-(Corp).doc 7 02- 624
16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider
does not and will not engage in discriminatory practices and that there shall be no discrimination
in connection with Provider's performance under this Agreement on account of race, color, sex,
religion, age, handicap, marital status or national origin. Provider further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age,
handicap, marital status or national origin, be excluded from participation in, be denied services,
or be subject to discrimination under any provision of this Agreement.
17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT
PROGRAM: The City has established a Minority and Women Business Affairs and
Procurement Program (the "M/WBE Program") designed to increase the volume of City
procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE
Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of
which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall
have the right to terminate and cancel this Agreement, without notice or penalty to the City, and
to eliminate Provider from consideration and participation in future City contracts if Provider, in
the preparation and/or submission of the Proposal, submitted false of misleading information as
to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of
minority or women owned business participation.
18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in
part, without the prior written consent of the City's, which may be withheld or conditioned, in the
City's sole discretion.
19. NOTICES: All notices or other communications required under this Agreement shall
be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return
Jeo:PSAFormVI(a)-(Corp).doc 8 02- 624
receipt requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be deemed
given on the day on which personally delivered; or, if by mail, on the fifth day after being posted
or the date of actual receipt, whichever is earlier.
TO PROVIDER: TO THE CITY:
20. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
Jeo:PSAFormVI(a)4Corp).doc 9
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r
E. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
22. INDEPENDENT CONTRACTOR: Provider has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or
benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally
afforded classified or unclassified employees. Provider further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to Provider,
and agrees to provide workers' compensation insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or termination due to lack of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or effect.
Jeo:PSAFormVI(a)-(Corp).doc 10 ()2— 621
25. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which, when taken together, shall constitute
one and the same agreement.
26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if
applicable: ❑ ❑
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
wntten.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
Priscilla A. Thompson, City Clerk
ATTEST:
By:
Carlos A. Gimenez, City Manager
"Provider"
a corporation
Jeo:PSAFormVI(a)-(Corp).doc 11 02— 624
1 • r
Print Name:
Title: Corporate Secretary
APPROVED AS TO FORM AND
CORRECTNESS:
i
um
Print Name:
Title: President
APPROVED AS TO INSURANCE
REQUIREMENTS:
ALEJANDRO VILARELLO R. SUE WELLER
City Attorney Administrator
Risk Management
Form VI(a)-(No Formal process/No Program/No Comm. Approval/Corporate)
Jeo:PSAForm VI(a)-(Corp).doc
12
02- 624
CITY OF MIAMI, FLORIDA CA=12
INTER-OFFICE MEMORANDUM
The Honorable Mayor and Members
TO: of the City Commission
DATE : "" FILE
Resolution for Surety/
SUBJECT: Extended Warrantee Support
Exchange Servers
REFERENCES:
ENCLOSURES:
RECOMMENDATION: FISCAL IMAPCT: NONE
It is respectfully recommended that the City Commission approve the attached resolution
to execute a professional services agreement to acquire surety/extended warrantee support
services from Unisys Corp. for the City of Miami's Exchange Server cluster for one year,
with an option to extend for one additional year, at an annual cost not to exceed S12,500.
Funds are available from 001000.460101.6.670.
BACKGROUND:
The Microsoft Exchange Cluster platform is the messaging platform that provides the
City of Miami with e-mail, scheduling, online forms and tools for custom collaboration
and messaging -service applications. This platform has become a mission -critical
application for the City of Miami, requiring constant support in order to maintain the
reliable messaging infrastructure to which the City has become accustomed. A disruption
of this service for any extended period of time could be catastrophic to the organizational
communications of the City of Miami. For this reason, it is essential that we maintain the
surety/extended warrantee support services on this platform. The platform was originally
configured and installed by Unisys Corp. Additionally, Unisys has provided the
surety/warrantee on this platform for the previous three years. Due to their experience
level with the platform and the architecture, the Information Technology Department is
recommending the award of this agreement to Unisys Corporation on a one year basis,
with the option to extend said agreement for one additional year.
A4
CAG:RN:AGS:J O:jeo
02- 624
Budgetary Impact Analysis
1. Department _QjFy#_fA*nv--j 7�cAeJ'PC64 y Division DfAECTP/ A OFFICE
2. Agenda Item # (if available)
3. Title and brief description of legislation or attach ordinance/resolution:
1ZES0C(WTiQA: _ AG QuncIF StkR 'rV EX rr l
5C40,0e/L7 SE2�frCErS i'n� (:/r -M n M...r.,
4. Is this item related to revenue? NO: )S YES (If yes, skip to item #7.)
5. Are there sufficient funds in Line Item?
YES: Y% Index Code W 0101. 6 Minor Obj. Code 6 %o Amount
NO: _ Complete the following questions:
6
Source of funds: Amount budgeted in the Line Item $
Balance in Line Item $
Amount needed in the Line Item $
Sufficient funds will be transferred from the fnllnwina line ;t, -mc -
ACTION ACCOUNT NUMBER
ACCOUNT NAME TOTAL
Index/Minor Object/Project No.
Department of Management and Budget Budget Analyst
Director/Designee
From
$
From
$
From
To
$
7. Any additional comments?
8
FW DEPARTMENT OF MANAGEMENT AND BUDGET USE ONLY
Verified by: Verified by:
Transfer done by:
Department of Management and Budget Budget Analyst
Director/Designee
Budget Analyst
Date / 4 Date
Date
02- 624
PROFESSIONAL SERVICES AGREEMENT
ITEM:
DEPARTMENT:
RECOMMENDATION:
AwardSheet
AWARD SHEET
Surety/Extended Warrantee Support Services
ITD
It is recommended that the City Manager negotiate and
execute a Professional Services Agreement, with
Unisys Corp., for the provision of surety/extended
warrantee support services for the City of Miami's
Exchange Server cluster, for a one ( 1 ) year period, with
the option to renew for one (1) additional one-year
period, for the Department of Information Technology,
for an annual amount not to exceed $12,500; with
funds therefor hereby allocated from Account Code
No. 001000.460101.6.6 70
Dire r f Purcha
ate
02- 624