Loading...
HomeMy WebLinkAboutexhibit-agreementAGREEMENT This Agreement is made and entered into this day of , 2004, by and between Unisys Corporation, a Delaware corporation qualified to do business in the state of Florida ("Unisys") and the City of Miami, a municipal corporation of the State of Florida (the "City" or "Client"). RECITALS WHEREAS, the Miami City Commission, by Resolution No. adopted , 2004 (the "Resolution") approved the replacement of the Unisys NX5800 mainframe with a Unisys Libra 520, related peripheral hardware, systems software subscriptions and licenses, associated services, support and maintenance from Unisys under existing State of Florida Contract No. 250-000-03-1 (the "State Contract"); and WHEREAS, in addition to the acquisition of hardware and services, the Resolution provides for the upgrade of computer room environmentals; and upgrade of the storage subsystem; and WHEREAS, the Resolution authorizes the City Manager to purchase through a Lease Purchase Agreement with Unisys Leasing Corporation the necessary products and services; and WHEREAS, the Resolution further authorizes the City Manager to continue, on an interim basis, the software, subscriptions and support of the existing NX5800 and related peripheral hardware until the new hardware platform is in operations from Unisys; and WHEREAS, the City and Unisys have negotiated this Agreement under the State Contract designed to provide to the City the most advantageous program for the replacement of the mainframe in accordance with the Resolution; and WHEREAS, the City wishes to purchase from Unisys, and Unisys wishes to sell to the City, the products and services necessary to accomplish the replacement of the of the mainframe subject to the terms and conditions of this Agreement; and NOW THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, Unisys agrees to sell, license, and provide to the City the Products and Services as the terms are defined hereunder under the terms and conditions of the State Contract, which is hereby incorporated into and made a part of this Agreement, modified as follows. 1. The Agreement: The Agreement consists of this instrument, which incorporates the terms of the State Contract, and the following Attachments: Equipment Sale Schedule Software License Schedule Information Services Schedule Support Services Addendum Support Services Schedule Master Tax -Exempt Lease/Purchase Agreement Assignment of Purchase Rights ("Attachment 1") ("Attachment 2") ("Attachment 3") ("Attachment 4") ("Attachment 5") ("Attachment 6") ("Attachment 7") In the event of a conflict between the general provisions the State Contract and the Agreement, including the Attachments that comprise the Agreement, the terms of the State Contract shall control over any conflicting provisions of the Agreement. 2. Definitions: "Confidential Information" is Software, diagnostics, support materials, documentation, and any other information and materials confidential to Unisys, its licensors, or Client. A "non Unisys Product" is an item of another manufacturer, supplier or publisher. A non -Unisys product does not have a Unisys trademark. An "Order" is an order statement of work, purchase order, or a Unisys schedule submitted by Client and accepted by Unisys. A "Product" is equipment, Software, Software maintenance releases and updates, and documentation (including manuals and education materials but not maintenance materials or tools) provided by Unisys under an Order. "Services" are any work provided by Unisys under an Order. "Software" is the object code version of computer programs, any source code version that Unisys may provide, and any documentation related to the programs excluding maintenance materials. Software includes microcode that is not permanently fixed in equipment. A "Unisys Product" is n item that Unisys manufactures or has manufactures for it. A Unisys Product bears the Unisys trademark. 3. The Products and Services: The Products (the hardware and software listed in this instrument) and Services acquired pursuant to the Agreement, and the amount of compensation allocated to each, are summarized in the Attachments. The Products and Services consist of the following: (a) Hardware: The hardware to be purchased by the City, and delivered and installed by Unisys, is listed in the Equipment Sales Schedule, attached hereto as Attachment 1. (b) Software: The System Software to be purchased by the City, and delivered and installed by Unisys, is listed in the Software License Schedule, attached hereto as Attachment 2. (c) System Services: Unisys agrees to provide certain System Services relating to the installation of the hardware and software, including computer room preparation, project management, installation, print consulting, training, and baseline performance analysis as listed in the Information Services Schedule and Statement of Work, Support Services Addendum, and Support Services Schedule, attached hereto as Attachments 3, 4, and 5 respectively. Said services shall be rendered in the manner set forth in the corresponding Attachments. 4. Effective Date/Ordering Procedure: A binding contract between Unisys and Client for the sale and purchase of Products or Services or the license of Software under this Page 2 of 5 Agreement begins on the later date when signed by both Client's authorized representative and an authorized representative of Unisys. Unisys will assign an agreement number ("Agreement Number") to identify this Agreement. Unisys may give information to Client concerning equipment, services, or software licenses that Client may wish to purchase from Unisys ("Quotes"). Quotes do not obligate Client or Unisys. Unisys agrees to sell to Client the equipment, license the Software, and provide the Services, described in an Order. Unisys may substitute equal or better Product(s) on any Order. 5. Amount of Contract and Method of Payment: (a) The total amount of compensation to be paid by the Client to Unisys under this Agreement is based on the amount applicable to each component hereof, as provided in the corresponding Attachments to this Agreement, but in no event to exceed Three Million Three Hundred Eighty Nine Thousand Four Hundred and Eighty Four Dollars and Eighty Cents ($3,389,484.80). Payment of compensation for the Products and Services shall be made in accordance with the Master Tax -Exempt Lease/Purchase Agreement attached hereto as Attachment 6. 6. Delivery and Installation: Each Order will require or authorize Unisys to ship Products to Client. Unisys will keep the risk of loss or damage to the Product until the Product is delivered to the location designated by Client. Unisys will provide Client with one (1) copy of any environmental specifications and the customary user documentation for the Products. Client will prepare and maintain the proper operating environment for the Products during any applicable warranty and Service period. 7. Client Responsibilities: The parties agree that: (a) Client has independently determined that the Products and Services ordered under this Agreement meet its requirements; (b) Client will use the Products according to the manufacturers' instructions in the proper environment; (c) Client will back up information stored or processed by Products on computer - readable media that Client can easily restore if the information is lost or damages from any cause; (d) Client is responsible for any results produced by the Products and Services; and (e) Client will comply with all applicable government export control laws and regulations. If Unisys is providing maintenance Support Services, Client will: (a) maintain the proper operating environment for Products; (b) produce adequate working and storage space for use by Unisys personnel near the equipment; (c) provide Unisys access to the equipment and sufficient computer time, subject only to Client's security rules; (d) follow Unisys procedures and instructions for operator maintenance and obtaining services; (e) provide a memory dump and additional data in machine readable form if requested; (f) reproduce suspected errors or malfunctions in Software; and (g) install available error corrections and maintenance releases authorized by the manufacturer on a current basis. 8. Confidential Information: Each party will use the same measures it uses for its own information of a similar nature but not less than reasonable measures to protect Confidential Information provided by the other party under this Agreement from unauthorized use or disclosure and to restrict its use according to this Agreement. Title or the right to possess Confidential Information will remain with the disclosing party. 9. Maintenance Service Description: According to the service plan ordered by Client, Unisys will, with respect to covered equipment and Software, use commercially reasonable efforts to: Page 3 of 5 (a) diagnose and repair equipment that does not work according to the manufacturer's specification because of normal wear and tear, provided the equipment is in good working order at the start of the Unisys services, properly configured at the minimum hardware and software levels designated by Unisys, and Client complies with the manufacturer's instructions for the proper use, care, supplies, and environmental for the equipment. (b) diagnose and provide to Client workarounds or corrections for (i) material defects in the currently -supported version(s) of Unisys proprietary Software that prevent Client's use of this Software in a production environment; and (ii) non Unisys Software where the manufacturer makes such support available to Unisys for Client's benefit under a valid license. Client must give Unisys prior written notice of any proposed changes (including alterations or attachments to equipment, software, components, boards or subassemblies) to Products covered by a Unisys warranty or enrolled in a Unisys Service plan. Unisys has no obligation to provide maintenance Support Services for changed equipment or Software. Unisys may agree to maintain, support or correct such changed Products for an additional charge. 10. Patents and Copyrights: Unisys will defend Client from claims that a Unisys Product infringes a United States patent or copyright or misappropriates a trade secret protected under United States law, provided Client: (a) promptly gives Unisys written notice of the claim; (b) gives Unisys its cooperation in defense and/or settle the claim; and, (c) gives Unisys its cooperation in defense of such claim. Unisys will pay the costs of the defense and any settlement or damage award for the claim(s). If a claim is made or Unisys believes a claim is likely to be made, Unisys may, at its sole discretion, obtain the right(s) to allow Client to continue to use the Product or Unisys may replace or modify the Product. If Unisys determines that these choices are not available on reasonable terms, Client will, upon Unisys request, stop using the Product and return it to Unisys, whereupon any applicable license and charges for the Product will end, and Unisys will give Client a credit for the price paid to Unisys, less a reasonable charge for past use by Client and/or Product depreciation. Unisys has no obligation under this Section for any claim from Client, a legal entity related to Client, or any claim based on: (a) Client's design or modification of a Product; (b) Client's use of a Product in combination with anything that Unisys did not provide to Client; or, (c) a non Unisys product alone. 11. Other Provisions: The Contractor will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. The Contractor shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to proceed the Contractor shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). The Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Contractor shall take affirmative steps to ensure nondiscrimination in employment of disabled Page 4 of 5 persons. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year above written. Witness: Witness: ATTEST: Priscilla A. Thompson City Clerk By: Unisys Corporation CITY OF MIAMI, FLORIDA Joe Arriola City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Alejandro Vilarello Dania Carrillo City Attorney Risk Management Administrator Page 5 of 5 Equipment Sale Schedule Attachment 1 UNISYS Equipment Sale Schedule Equipment Location City of Miami 400 NW 2nd Avenue Fifth Floor Miami, FL 33128 List of Products Applicable to this Agreement Item Na 1 2 3 4 5 6 7 8 9 10 Style LM523.180 SEN70002-MSV WUL2072404-AMF HSC30436-URM HSC30438-FAB HSC30432-S08 CBL171.5 HSG50400-SFS OSM1001-PRC MDM56-USB DISCOUNT Description SYS:LIBRA 520 60-300MIPS SRV:Sentinel Mngmt Sry ACC:ESL3020 4HR 3YR AMF 3200/3600 Universal Rails FASCIA:BROCADE 3200/3800 UNIVERSAL RAILS BLACK (DELL) . SAN:Switch 2Gb FC 8 port, full -fabric; WebTools Cable: FC 5m shortwave, LC -LC connectors, 50mircon SAN:SFP-2Gb, Shortwave multi -mode, LC connector INSTL:OSM IEG320 PWR CRD COMM HW:Modem 138,313 Warranty 812 B12 B12 B12 B12 Al2 Oty 1 f 1 1 2 4 1 1 -Unit Purchase Price 91,350 4,465 0 60 44 11,476 328 296 13 275 Client Inetalleble No Yes No No No No Yes No Yes No Agreement Number Installation Charge 199 645 72 108 Page: Install Charge 1,024 Currency: US $ Total purchase price 91,350 4,465 0 60 44 11,475 656 1,164 13 275 Page: Purchase Price) 109,522 Total Install Charge For purposes of this Schedule: 'PPM" means 8:00 AM to 5:00 PM, Client's local time, Monday through Friday, excluding designated holidays; "installation Date" means (a) for equipment installed by Unisys, the date Unisys completes installation or (b) for equipment installed by Client, the tenth day following shipment to Client, and 'Support Center Services" is assistance provided by electronic or voice communication during the PPM on operating the Equipment, identifying errors or malfunctions and advising on known detours, and determining the need for on -call remedial service. During non-PPM hours, 4 wilt consist of expediting response to network down and system emergencies. Some non Unisys products are not included in this service. Service Warranty Unisys provides a Service Warranty for equipment designated A, B, C, 0,11 or P in the Warranty column. Support Center Services are included in the Service Warranty for the Client Installable equipment for ninety (90) days from the Installation Date. The Service Warranty also includes Mail -In Service, Equipment On -Call Remedial Maintenance or parts exchange according to the following descriptions: a) For equipment designated "A" that is within 50 miles (80 kilometers in Canada) of the center of a Unisys Primary Service City, Unisys will make every reasonable effort to respond to requests for on•site service within tour (4) hours provided the request is received no later than tour (4) hours prior to the end of the PPM (4 hour response), b) For equipment designated "A" that is more than 50 miles (80 kilometers in Canada) from the center of the nearest Unisys Primary Service City and for equipment designated "B", Unisys will make every reasonable effort 10 respond to requests for on -site service received during a PPM no later than the next PPM (Next Business Day Service). c) For equipment designated "C", Unisys will make every reasonable effort to respond to on -she service requests two (2) business days trom the call placement during the PPM (Second Day Service). d) For equipment designated 'D", each unit shipped or brought to the Unisys designated location at Client expense and risk will be repaired or exchanged by Unisys within seven (7) business days after receipt (Mail -In Service). e) For equipment designated "H" that is within 50 miles (80 kilometers in Canada) of the center of a Unisys Primary Service City, Unisys will make every reasonable effort to respond to requests for on•site service within tour (4) hours. For equipment designated 'H" that is more than 50 miles (80 kilometers in Canada) from the center d the nearest Unisys Primary Service City, Unisys will make every reasonable effort to respond to requests for on -site service received during a PPM no later than the next PPM (Next Business Day Service) f) For equipment designated 'P", Unisys will provide, on an exchange basis, replacements for defective parts provided that Client complies with Unisys or Unisys supplier's then current exchange policies and instructions for obtaining and Installing replacement parts and returning tailed parts. The number immediately following the A, B, C, 0, H or P designation identifies the number of months, following the Installation Date, that the Service Warranty will be performed. 7,497 Other Talal purchase pnce 572,443 -138,313 Grand total 434,130 Leas: down payment Total amount due 434,130 4305 4931.005 (8/03) Equipment Sale Schedule List of Products Applicable to this Agreement II m Style No. Description Warranty City Unit Purchase Client Price Installable Agreement Number Installation Charge Currency: US $ Total purchase price 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 47 48 49 50 51 SWC41-SXR CBL20•APX CBL121-SWC EPD2344.OTR DVD21040-SI OTR111-KIT CBL2210.OSM PCI7602-P64 FCH742313-P64 ETH13322-P64 CBL171-2 SFR91-PWR UMS2003-STK SCS1-CNV CBL2210-OSM CTC9840-FR 1 CBL171-2 LMA523.180 MDM56-USB PC17802-P64 FCH742313-P64 ETH13322-P64 CBL2210.OSM SCS1-CNV CBL133-10 ALP8436•RD OSM1001-PRC CX700-DAV CX700-SPE CBL171-5 CX6001-CUS CLR10.2GB OSM1001-PRC CXR3615.2GF CLU6000-020 CLU9742-X31 CTC9840-FDL CLU2150-SVR CBL170-10 CTS5236-256 CTRL:SWITCH UNIT 4 PORT CABLE:APEX CABLE:12FT SYS TO ADJ RK CAB:ES7K SCSI TP/OP UNV CDR::DVD10X CDROM4OX ADPTR: LVD3 TO SE CONVT KIT CABLE:10FT LVD SCSI VHD-HD CTRL:2CH SCSI U160 ES7K CTRL: FC, PCIX, 1 CH LAN HW:Glgabit, 2 port, CU Cable: FC 2m shortwave, LC -LC connectors, 50mircon ACC:9-PLUG POWER STRIP UMS2003-STK, 2000lpm printer with stkr ADPTR: LVD-HVD SCSI CNVTR CABLE:10FT LVD SCSI VHD-HO TAPE: 9840C FC Single RK MT Drive Cable: FC 2m shortwave, LC -LC connectors, 50mircon ADD:LIBRA 520 60-300MIPS COMM HW:Modem CTRL:2CH SCSI U160 ES7K CTRL: FC, PCIX, 1 CH LAN HW:Gigabit, 2 port, CU CABLE:10FT LVD SCSI VHD•HD ADPTR: LVD-HVD SCSI CNVTR CABLE:10 FT SCSI-3 CABLE TAPE:36-track Drive Rackmount INSTL:OSM IEC320 PWR CRD EMC DISK: CX700 DAE W OS FACTORY INSTALL EMC DISK: CX700-FD SPEBGB FIELD INS Cable: FC 5m shortwave, LC -LC connectors, 50mircon EMCDISK:CLARIION SERVICE MODEM -US EMCDISKHSSDC-HSSDC 10M CABLE-2GB INSTL:OSM IEC320 PWR CRD EMC DISK:36 GB, 15K DRIVE, FACTORY INSTALL TAPE:20 drive configuration (1st drive wall) TAPE:9840 Drive frame/Amerivan Power Cord TAPE: 9840C FC Drive CLU9740/6000 TAPE: ACSLS-SUNBLADE 150 WRKSTN-17" COLOR MONITOR KIT-2 RS423 CONNECTION Cable: FC 10m shortwave, LC -SC connectors, 50mirco 36 Track Drive 2x, SCSI B36 H12 B12 812 812 B12 B12 B12 B12 B12 Al2 B12 B12 B12 B12 B12 H36 H36 H38 H24 H36 812 B12 B12 B12 2 1 1,350 Yes 350 No 150 Yes 1,000 No 300 No 675 Yes 130 No 600 No 1,700 No 375 No 337 Yes 25U Yes 18,895 Yes 1,300 No 1301 No 38,000i Yes 337 Yes 91,350 No 275 No 600' No 1,700 No 375 No 130 No 1,300 No 193, No 21,850k No 134 Yes 8,000 No 110,000 No 328 Yes 0 No 300 No 13 Yes 1,220 No 0 No 13,677 No 38,154 No 4,016 No 375 Yes 16,000 932 780 176 108 425 400. 352 300 3,000 Page: Install Charge 6,473 1,350 1,050 150 1,000 600 1,350 260 1,200 5,100 375 674 250 37,790 5,200 520 38,000 337 91,350 275 1,200 5,100 375 130 1,300 193 21,850 13 8,000 110,000 1,312 0 1,200 26 14,640 0 13,677 76,308 4,016 750 16,000 Page: Purchase Price 462,921 2 4305 4931.005 (6/03) Software License Schedule Attachment 2 UNISYS Software License Schedule Equipment Location Agreement Number City of Miami 400 NW 2nd Avenue Fifth Floor Miami, FL 33128 List of Products Appticable to this Agreement Currency: US $ Ilam No. Style Description sty Warranty License Plan License Charge Initial License Charge Installation Charge 1 CSL10523-20 Image Enabler 100/2430 1 W ETP24 144,000 2 CSS105208-20 IOE 100/2430 MCP 8 1 W ETP24 424,000 3 CSU10520-20 SSU Scrn 100/2430 1 W ETP24 106,000 4 CSL10523.16 Image Enabler80/1944 1 W ETPI2 56,000 5 CSS105208-16 10E 80/1944 MCP 8 1 W ETP12 169,600 6 CSU10520-16 ; SSU Scrn 80/1944.. 1 W ' ETP12 42,400 7 CSL10522.12 Image Enabler 60/1458 1 W ETP12 40,800 8 CS5105208-12 IOE 60/1458 MCP 8 1 W ETP12 127,200 9 CSU1052O.12 SSU Scrn 60/1458 1 W ETP12 31,800 10 CSL10522-8 Image Enabler 40/972 1 W ETP12 24,000 11 CSS105208-8 IOE 40/972 MCP 8 1 W ETP12 84,800 12 CSU10520.8 SSU Scrn 40/972 1 W ETP12 21,200 13 SDL10523-6 SDK Image Enabler 30/729 1 W ETP60 51,000 14 SDK105208-6 SDK 30/729 MCP 8 1 W ETP80 159,000 15 SDU10520-6 SSU Scrn SDK 30/729 1 W ETP60 39,750 18 CSC112B-DCL DATAMGT:ODA CONN LIC 128U 1 W ETP60 16,700 17 CSP1080-ALG CMPLR:ALGOUDCALGOL 1 W ETP80 32,405 18 CSP1080-C74 CMPLR:COBOL ANSI 74 1 W ETP60 37,288 19 CSP1080-DMC DATAMGT:DMSII CERTIFICTN 1 W ETP60 19,201 20 CSP1080-ERG DATAMGT:ERGO 1 W ETP60 49,933 21 CSP1080-DMT DATAMGT:DMSII DM INTRPTR 1 W ETP60 18,352 22 CSP1080-HSV COM SW:HOST SERVICES 1 W ETP80 44,023 Page: Purchase Price Page: Install Charge 1,739,430 Total purchase price Talal tnslall Charge 1,752,548 License Plan Grand total 1,752,548 1. The initial license term (and the corresponding changes for licenses) begin upon Unisys shipment or Client's download of the Software or Software key. 2. Licenses of Software for which Unisys charges either an Annual License Charge (ALC) or a Monthly License Charge (MC) will continue on a month -to -month basis and the ALC will renew annually until the license is terminated or canceled in accordance with the Termination and Cancellation section of this Agreement. 3. For certain licenses, Unisys may charge an Initial License Charge which will include the first monthly or annual charge. 4. Extended Term Plan (ETP): Licenses of Software for which Unisys charges a single fee may have a 36 or 60 month extended term. Upon expiration of the extended term, the license will be automatically continued on a month -to -month basis for a Monthly License Charge, unless terminated in accordance with the Termination and Cancellation section of this Agreement, or Client may pay another ETP fee for an additional extended term, if available. 5, One Time Charge (OTC}: Client may use the Software for so tong as Client continues to use the Software on the equipment, including SPU(s), for which it was licensed in accordance with the Agreement. 6. Software that has no license charge listed on this Schedule will have a license term that is coterminous with Client's possession and use of the equipment on which the Software was installed. Software designated Subscription ("SUBSCRN") entities Client to receive functional update releases for the Software during the subscription term, provided Client has a current license and the latest applicable Maintenance Releases for the Software. Software designated License Only ("LO") is provided wihout media or documentation; Client may make (a) one copy of the item for each LO license granted by Unisys, and (b) one copy for backup purposes, with each copy retaining all original notices and legends. Software designated Driver is for use solely with the device models specified in the driver's then -current published specification; a separate license is required ler each individual addressable device. 4305 4933.004 (5/02) Software License Schedule List of Products Appllcable to this Agreement Agreement Number: Currenclr US $ Item No. Style Description Oty Warranty License Plan License Charge Initial License Charge Installation Charge 23 CSP1080•RMP COM SW:REMOTE PRINT SYS 1 W ETP60 32,168 24 CSP10B0-SDF DEV AID:SCREEN DESIGN 1 W ETP60 25,947 25 CSU1080-DBM Subscrn:dbaTOOLS - Monitor 1 W ETP60 19,86 26 CSU1080-DB1 SUBSCRN:DBATOOLS 1 W ETP60 13,465 27 CS10-END IOE Encryption Opt US 1 W ETP60 0 28 CSP1080-NSS" COM SW:NETWORK SRVC II 1 W ETP60 22,000 29. CSP.1080-DB1 DataMgt:dbaTools - Analyzer 1 W : ETP60 . 18,848 30 CSP1080-DBM DataMgt:dbaTools - Monitor 1 W ETP60 26,491 31 ECH10-CH Call Home Service CS MCP 1 W ETP60 0 32 CS10-END IOE Encryption Opt US 1 W ETP60 0 33 ECH1O-CH Calf Home Service CS MCP 1 W ETP60 0 34 WNE320008-LI O/S:8X 2003 ENT ED 32B 1 W OTC 3,999' 35 SEN100-COR SYS MGT: Media 1 W OTC 0' 36 CSSt0520-CP1 IOE Companion Pkg 1 W ETP60 0 37 CSS10520-AP1 IOE Addon Pkg - MCPvm 1 W ETP60 0 38 WNE320008-LI O/S:BX 2003 ENT ED 32B 1 W OTC 3,999 39 SEN100-COR SYS MGT: Media 1 W OTC 0 40 WSS200004-EN 0/S:W2K SERVER ENGLISH 1 W OTC 999 41 CXN700-DPT EMC SW: CX700 NAVI DEPARTMENTAL 1 W OTG 60,000 42 CXN357-DEP EMC SW: NAVI DEPARTMANTAL MEDIA 1 U OTC 0 43 CXH600-CLV PERIF SW:UNISYS CALL HOME (ES7000 ONLY) 1 W OTC 20 44 PPW1-WN EMC SW: PPATH WINDOWS DEP 2 W OTC 7,000 45 CXP600-WKT EMC SW:POWERPATH WINDOWS KIT 1 W OTC 0 46 CLU9906000-ILC ACSLS UP TO 8000 SLOTS 1 W OTC 40,068 47 CLU6000-NN6 PERIF SW:NX/A NEW CLIENT SW CLU6000 1 W ETP60 84,000 48 CLU9906000-MLC ACSLS UP TO 6000 SLOTS 1 W ALC4B 42,840 Software Discount -288,595 Software Credit (Migration Allowance) -100,000 Page Purchase Price Page: Insiah Charge+ 13,118 0 Information Services Schedule Attachment 3 UNISYS Information Services Schedule A reement Number Periodic Basis Item No. Type of Service No. of Personnel Hourly Charge Period Total Hours Currency: US $ Total Periodic Charge Fixed Char es • Item No. Type of Service Description Filed Charge 1 ST092201-INS PS: 8-Port Fiber Channel Switch Implementation S 900 2 ST092301-INS PS: Fibre Channel Attached Tape Device Implement 1,3500 3 ST092302-INS PS: Windows Fibre Channel Attached Tape Device I 1,350 4 IS7-IMP IMPLEMENTATION PROF. SVC 92,700 5 ST092901-SUP PS: Storage Consulting Service 5,400 6 CSS2-TCS PS: Imp Serve Addl Partition 50,000 7 CSS1-TCS PS: Imp Services Partition 1 40,000 .8 CS792002-INS PS: CS7100 QuickStart Installation - Dual Domain 26,000 9 ST092101-INS PS: Windows Storage Attach Implementation Servic 1,800 10 ST092007-INS PS: CLARiiON CX600 Implementation Service 2,925 11 ST092001-INS PS: Base Open Systems Storage Implementation Ser 10,800 12 ST092106-INS. PS: EMC PowerPath Implementation 600 Services Discount -28,265 Information Services may also be called Professional Services or System Services. Client will be invoiced for travel and lodging Page Subtotal - Fixed and premium service charges in addition to those set forth above, as applicable. 205,560 Grand Total - Fixed 205,560 4305 4934-001 (11100) Information Services Schedule Agreement Number r Description of Information Services See Attached: City of Miami, Florida - Libra 520 Implementation Service Package - Statement of Work of 4305 4934-001 (10100) �T• Ul\ ISYS Technology Consulting Services City of Miami, Florida Libra 520 Implementation Service Package Statement of Work • UNISYS S Technology Consulting Services NO WARRANTIES OF ANY NATURE ARE EXTENDED BY THE DOCUMENT. Any product and related materials disclosed herein are only furnished pursuant and subject to the terms and conditions of a duly executed license or agreement to purchase or lease the product. The only warranties made by Unisys, if any, with respect to the products described in this document are set forth in such license or agreement. Unisys cannot accept any financial or other responsibility that may be the result of your use of the information in this document, including damages of any kind. This document has been prepared in accordance with Unisys understanding of the requirements presented by the recipient. All information contained herein represents Unisys best estimate based on the information available. However since the actual results in your particular operation (including, but not limited to, speeds, personnel requirements, or costs) may vary from those indicated herein due to variations in hardware, software, environment, personnel, and other factors, the final determination that this proposal meets your requirements must be yours. This entire SOW is considered confidential. In consideration of receipt of this document, the recipient agrees not to reproduce or make any portion of this document available in any manner except to persons directly responsible for evaluation of its contents. This Proposal by Unisys Corporation and any award, purchase order, or contract resulting therefore is subject to the terms and conditions contained in the Master Agreement to which this document is incorporated. Prices, terms, and conditions contained in this Proposal are valid for a period of sixty (60) days form its date, unless extended by Unisys in writing. The information contained herein is subject to change without notice. Revisions may be issued to inform of such changes and/or additions, Copyright © 2004 Unisys Corporation Ali rights reserved • UNISYS Technology Consulting Services Version Control Version Date Summary of Changes 1.0 10/31/2002 Initial version — SystemFlow format 2.0 ` 2/03/04 City of Miami customization 2.11 2/ 16iO4 Editing and spelling corrections Authorization Prepared By (Author) Signature: Date: Name: Unisys Technical Consulting Services Accepted By Signature: Name: City of Miami, Florida Date: UNISYS Technology Consulting Services Contents Client Details 5 Executive Summary 6 Computer Room Preparation 8 Activities Performed 8 Assumptions: 8 Unisys Project Management Services Activities Performed 9 Assumptions: 9 ClearPath Plus Installation Services 10 Activities Performed 10 Print Consulting 12 Activities Performed 12 Assumptions: 12 Customer Education: Libra 520 differences and informal training 13 Activities Performed 13 Assumptions: 13 Benchmark Performance Analysis 14 Activities Performed 14 Assumptions: 14 General Assumptions for this statement of work 15 • UNISYS Technology Consulting Services Client Details City of Miami, FL 444 SW 2" `i Ave. Miami, FL 33130 Unisys Customer ID: 390269-00I1 (1324511) Contact: Jim Osteen Phone: 305-416-1511 System to be installed at: City of Miami Police Department 400 NW 2"d Avenue " Miami, FL 33128 Contact: Julio N atcra Phone: 305-372-4556 2/24/2004 Page 5 of 15 • UNISYS Technology Consulting Services Executive Summary This service package consists of a comprehensive set of services that help ensure a smooth and successful implementation of a ClearPath Plus system. The code compatibility of the ClearPath Plus platform with previous ClearPath systems allows applications to be lifted from the old system and installed and immediately executed on the new system. However, the planning, project management, and training that lead up to the migration point are the deliverables in this service package. The deliverables are in 6 categories: computer room preparation, project management, installation services, print consulting, training, and baseline performance analysis. In the computer room preparation phase, which would commence immediately after contract signing, Unisys will review the load status of the existing power distribution module. An attempt will be made to identify a sufficient number of unused or abandoned cable and breaker assemblies to allow installation of the necessary power cables and breakers required to provide power to the ClearPath Plus system. Given that the needed space can be identified, Unisys will provide and install the power cables and breakers needed. The identified surplus cables will be removed. Cable length from the power distribution module to the new system will not exceed 50 feet in length. Additional services to remove old excess cabling and cleanup the space under the computer room floor may be purchased at additional cost. If adequate space cannot be made available in the power distribution module, an alternate arrangement would be to supply the necessary power from existing panel boxes mounted on the wall of the computer room. Air conditioning and space requirements for the system were deemed adequate for the installation proposed at the time of the physical inspection. After the migration to the new platform, Unisys will prepare the NX5800, 9246 printers, and EMC Symmetrix for shipment. This will include the removal of all power and signal cables related to the deinstallation of the equipment removed. Signal cables will be packaged with the system being removed. Surplus power cables will be returned to the City of Miami. Project Management begins soon after contract signing with a planning kickoff meeting and completes when the City applications are up and running on the ClearPath Plus platform. The Project Manager provides oversight, reporting, and issues management throughout the duration of the project. A comprehensive implementation plan is developed in conjunction with City of Miami personnel. This plan is managed throughout the duration of the project. Installation services begin when the new system is powered up, released from the initial hardware installation and diagnostic operating system loading. Each partition in the ClearPath Plus platform is cleared, loaded with the proper version of the Microsoft 2/24/2004 Page 6 of 15 • UNISYS Technology Consulting Services operating system and brought to full compliance with supported patch levels. The MCP Virtual Machine is initialized. The proper level of MCP is Loaded. All supporting MCP - based system and database software is loaded and certified at proper levels for migration. The MCP environment is prepared to receive the applications and databases from the previous ClearPath system. Network identification and security facilities are transferred from the previous system or are newly established, based on the overall project plan. All partitions are brought up to the "Customer RFU" (Ready For Use) point. At this point, City personnel can begin migration and testing activities and prepare for final cutover of the Libra systems into production. Print Consulting is provided in this statement of work to address the deployment of network -connected printers to replace the channel -connected printers. A Unisys printing consultant will perform an analysis of the printing needs of the City of Miami and will provide a plan to address these needs through the use of licensed software facilities and the network -connected printers, as well as recommendations to replace the print process with other forms of information distribution. Training services are provided on both an informal over -the -shoulder basis during the installation phase, and on a formal basis through Customer Education. Customer Education provides a foundation for operations and technical services personnel on the concepts and utilities required to operate and manage the ClearPath Plus platform. The ClearPath Plus platform differs from the current NX5800 ClearPath system in a number of ways, even though it is code compatible with existing ClearPath applications and databases. These differences are explained and documented through Customer Education for the City of Miami. After all applications are up and running on the ClearPath Plus platform, a baseline performance analysis is performed in order to set the baseline for initial resource utilization of the migrated applications. This is the first step in planning for subsequent years in terms of adding or reducing capacity to coincide with application migration to other platforms. 2/24/2004 Page 7 of 15 • UNISYSTechnologv Consulting Services Computer Room Preparation This phase of the City of Miami Installation Service Package consists of the tasks necessary to prepare the computer room for the installation of the Libra 520 and associated storage systems. It includes a detailed analysis of the current environment, development of a plan, explanation to City of Miami personnel on what will be done, execution of the plan, and a review of the completed work. Phase Activities Performed Deliverables. 1. Computer Rom Preparation • Review load status of existing power distribution module and existing panel boxes on computer room walls; • Power cabling for the new Libra 520 • Identify for subsequent use with the new system a sufficient number of cable and breaker assemblies; systems and associated • Provide and install cables and breakers as noted above (maximum 50' per cable); storage; • Removal of surplus cable provided as part of the steps above; • Review of new power cabling with City of Miami personnel; N • Disconnect all cables associated with the NX5800 • Deinstallation z and associated printers and storage devices; of the old 5 d • Prepare the old hardware for shipment; equipment; gg b� • Ensure signal cables are matched with the associated hardware; • Preparation of old equipment R' a w • Return power cables to the City of Miami; for shipping; 0 vo CD E. 00 Assumptions: • Newly installed cables will not exceed 50' in length. • Air conditioning was deemed to be adequate for new systems. • Cleanup of old cables under computer room floor is not included in this service but may be added for additional charge. 2/24(2004 Page 8 of 15 • UNISYS Technology Consulting Services Unisys Project Management Services Overview This service consists of up to 240 hours of Unisys Project Management services, consisting of management and oversight customarily associated with a project of this nature. The Unisys project manager will be the primary point of contact with the City of Miami and will manage and report on the progress of this project on a regular basis. Unisys Project Management will commence upon finalization of contracts and will begin witha joint installation planning session that will determine the remainder of the project. Phuse Activities Performed Deliverables Project Management • Develop a migration plan with the City of Miami Project Manager for the overall project; • A written project plan, which • Manage the activities of Unisys and its subcontractors in this project; defines the reporting and • Frequent and regular communication relative to the progress of the project with the City of Miami project project review timeframes manager; • Regular and • Identification of any issues that impede the progress of the project; periodic reviews, either remotely or • Formulation of a plan to resolve any issues that in person impede the progress of the project; • A final status • Provide a post -installation review and document to the City of Miami; report and review at the end of the project, with recommendation s for continued Unisys services delivery Assumptions: • The City of Miami will appoint a project manager who will be primary point of contact for all project activities. • The City of Miami Project Manager must be authorized to participate in the installation planning process, be able to provide Unisys with information necessary for completion of these services, have the authority to direct City of Miami resources and have physical access to appropriate client facilities. 2/24/2004 Page 9of15 • UNISYS Technology Consulting Services ClearPath Plus Installation Services Overview This service will provide the City of Miami with functioning Libra 520 systems for production and development, which have been brought up to the latest supported patch levels of Microsoft and MCP operating systems. Disk, tape, printers, and network connections and addresses will be functioning as specified in the installation plan. The Libra systems will be considered RFU ("Ready For Use") at the completion of this portion of the service package,. They will be ready for the City to begin migration of. data and applications in preparation for bringing the Libra systems into production. Phase Activities Performed Deliverables -r • Participation in the joint planning session noted under • A written b I. as Project Management; installation plan; 2. Installation: system • Review hardware configuration; • Production • Confirm all required software and documentation has arrived and is the correct level; and Development • Review and confirm that all patches required by the final software configuration are ordered and on -site; Libra 520 systems • Load the proper version of the Windows operating system, Virtual MCP components, MCP and licensed software; which are up to current supported • Validate the correct functioning of system software components; patch levels, loaded with • Confirm visibility to and from the network; licensed • Transfer or recreate the necessary Unisys -supplied components from the NX5800 environment, including: o System options and System Factors; o Job queues; o USERDATAFILE; o COMS CFILE; o Network identity and information files; o Packnames; o Mirroring facilities; Unisys software, and are RFU; 2/24/2004 Page 10 of 15 • UNISYS Technology Consulting Services w p co • Conduct storage planning session with City of Miami personnel; • Install and configure CX storage system according to plan; • Confirm correct operation of the CX storage array; • Develop the Storage Information Guide to document the storage subsystem; • Review with City of Miami personnel the SIG and associated storage components; • An installed and functioning CX storage array; • A Storage Information Guide document; 2/24/2004 Page 11 of 15 • UNISYS Technology Consulting Services Print Consulting Overview This service will provide the City of Miami an analysis of the current print environment as it relates to the migration to network -connected printers. A Unisys print consultant will perform the analysis, create a report and review recommendations with the City of Miami Phase Activities Performed = Deliverables Print Consulting • A Unisys printing consultant will come to the City of Miami and perform an analysis of the printing environment; An analysis of the City of Miami print • Use of licensed software in the ClearPath Plus requirements; environment will be matched to print requirements as it relates to the new network -connected printers; • A guidance document • A document will be produced which will provide guidance to the City of Miami on the implementation of new or revised print facilities to accommodate print needs in the new print environment; mapping those requirements to licensed • Additional print consulting will be provided to the solutions; City of Miami, up to 5 days, to assist in the implementation of new or revised printing processes to be implemented; • Best -practice deployment of network - connected printers to replace channel - connected printers; Assumptions: • The movement from channel -connected printers to network -connected printers may involve process changes in the print area to change or eliminate some printing currently done on the NX5800. • Currently licensed tools will be used. 2/24/2004 Page 12 of 15 • UNISYS Technology Consulting Services Customer Education: Libra 520 differences and informal training Overview An on -site training class for up to 10 students is provided in this service to educate City of Miami operations and technical personnel in the differences between the NX5800 and the new Libra 520 CMP technology. In addition to the formal training, Unisys TCS personnel will provide over -the -shoulder training. to City of Miami personnel as the installation progresses. Phase Activities Performed Deliverables NX — Libra 500 differences • Differences in the two technologies will be examined and explained, that include but is not limited to: • An on -site training class; o Power -up and power -down sequences ; o Operation of CMP-specific tools (MIP, e.g.); o Virtual MCP software components; o ODT commands; o Windows vs. MCP operations; • An understanding of the differences between the NX5800 and the Libra 520; Assumptions: • The City of Miami will provide a classroom and network connections as appropriate. • The formal class will be scheduled at a mutually -agreed time between Unisys and the City of Miami. 2/242004 Page 13 of 15 • UNISYS Technology Consulting Services Benchmark Performance Analysis Overview This service will provide the City of Miami an analysis of the new Libra 520 production environment, to be used as a benchmark for future activities related to the increase or decrease of system performance, particularly as applications are migrated to other platforms. Phase Activities Performed Deliverables ClearPath Plus Workload Performance j Analysis • Using processes familiar to the City of Miami, a sampler program will run for 7 days to capture performance data; • A document describing the performance • The data collected will be transferred to Unisys; analysis done • The data will be analyzed; on the • A report will be produced with graphs depicting the system resource utilization of the Libra 520 system; production partition of • A review of this document will be held with City of the Libra 520; Miami personnel; • A review meeting, which may be conducted via conference call; Assumptions: • This information collected will be saved by the City of Miami to be used in subsequent performance analysis comparisons. • The sampling period will be mutually agreed -to between the City of Miami and Unisys. 2/24/2004 Page 14 of 15 • UNISYS Technology Consulting Services General Assumptions for this statement of work • The City of Miami will provide the network to which the Enterprise Server will be connected. This network must have been installed previously and functioning properly. • Any hardware furnished by the City of Miami, including SAN components and Network cables, must be compliant with appropriate Unisys and Microsoft hardware certifications. The City of Miami will be responsible for migrating and implementing user applications and databases on the Libra 520 system, and may begin doing so once the system has reached its RFU state, The Unisys Project Manager will continue to participate in the application migration process through this period. • At the time of actual cutover to the production system, Unisys TCS personnel will be on -site for up to 3 days to provide support for any issues which may arise as a result of the cutover. • These Unisys services will be performed under the terms and conditions of the contract to which this SOW is attached. This SOW will become part of that contract. • Unisys will provide 8 hours of network consulting services as part of the early planning process, to be used in assessing the current network hardware components and determining what the impact of the Gigabit connections from the Libra 520 would be. • Unisys will provide 16 hours of assistance and advice to the City of Miami in revising the disaster recovery scripts to accommodate the replacement for the NX5800 system. • Unisys may charge for any additional services provided which are not included in this SOW if the Customer requested such services or if installation prerequisites were not met resulting in lost time or additional cost to Unisys. 2/24/2004 Page 15 of 15