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HomeMy WebLinkAboutexhibit 2-infrastructure supp. services• UNISYS Attachment 1 Infrastructure Support Services (ISS) Unisys has proposed our Infrastructure Support Services (ISS) Solution as a more cost effective alternative to the resale of Cisco SMARTnet to meet the City's Network Backbone Maintenance Requirements. The Unisys support methodology is described below: • Requests for service will be placed directly with the Unisys Call Reception Center (CRC) who will either engage the Unisys Customer Support Center (CSC) for troubleshooting or immediately dispatch a Unisys engineer and parts to provide onsite remedial maintenance services, depending on the request. • Status updates can be received by the City by either utilizing the Unisys Support Online web access tool or via telephone inquiry to the Unisys CRC. • Unisys staffs its CSC with Cisco certified experts who serve as a Cisco TAC agent. In the event the CSC identifies the need for development level support, direct communication between the City and the Cisco TAC will be initiated for that advanced support. • Unisys will utilize a combination of Unisys owned inventory and locally owned Cisco inventory to achieve the service level agreements identified by the City. • Unisys will provide performance reporting directly to the City. • Unisys will provide Customer Connection Online (CCO) access service through Partner Initiated Customer Access (PICA) which gives the City: Industry -leading technical assistance tools that help solve problems on line. — Access to the Troubleshooting Assistant, which uses a fast, easy -to -understand Internet interface that helps resolve networking problems end to end. Access to the Open Q&A Forum for database searches and quick answers to technical questions. - Access to literature about Cisco products and services to help build internetworking expertise. • The City's user profile can be created by the Unisys PICA administrator to grant access to any or all of the following optional services through CCO: - Software Center —can include access to downloadable software updates, the software bug toolkit, software release notes, and other software information. - Technical Assistance Center (TAC)—provides assistance with complex technical questions. City of Miami RFP No. 03-04-052R Page 2 • UNISYS - Configuration tool —an interactive feature that lets users search for configurable Cisco products, create product configurations on line, and forward the configurations by e-mail or fax. - Lead Times tool —allows users to view product lead times. - Pricing tool —enables users to check the current retail price list to determine the estimated cost of items they wish to purchase. - Order Status tool —allows users to view the status of orders their Cisco partner has placed on their behalf. - Product Upgrade tool — users can order upgrades based on the selections of their Cisco partner's PICA Administrator. Methodology for Coordinating Services The proposed Unisys methodology for coordinating services and other support activities with the City of Miami is defined in our Project Management Office (PMO) approach documented in Attachment 2. The Unisys PMO will be responsible for all aspects of Unisys services delivery, including service performance and project status review meetings, problem escalation and resolution, and the overall change management process, which is described further in Atttachment 3 The Unisys Program Manager (PM) will schedule joint communication and status review meetings with the City of Miami. The purpose of these meetings will be to communicate program status and address program issues. The status review meetings will be held at a predefined mutually agreed timeframe and will include, at a minimum, the following topics: (1) high-level overview of Service Level performance; (2) review of significant events; (3) review of the City of Miami/Unisys partnership; (4) review of City of Miami strategic direction; (5) Unisys corporate update; and (6) next steps. At a minimum the Unisys Project Manager, Client Service Representation and the local sales executive will attend all status review meetings. Occasionally, Unisys will invite a network subject matter expert to attend the status review meetings to discuss specific relevant topics with the City of Miami Staff. The suggested schedule for status review meetings are as follows: • Initial Kick -Off Meeting- To be scheduled immediately after contract signing to plan and coordinate activities, identify issues and discuss City's plan for future network requirements. • Monthly Status Review Meetings -Monthly meetings will be scheduled the first 6 months to monitor on -going activities, identify and correct issues, and plan for future network requirements. • Quarterly Status Review Meetings -After a mutually agreed upon timeframe, Status Review Meetings may be scheduled quarterly. City of Miami RFP No. 03-04-052R Page 3 • UNISYS Service Level Agreements • Unisys Infrastructure Support Services will provide the required 2- hour response and 4-hour restore service 24 hours a day, 7 days a week, 365 days a year for level one equipment. • Unisys will provide the required next business day restore services through our Infrastructure Support Services for level two equipment. • Unisys will provide the required parts stocking program to provide for parts availability within 4 hours for level one equipment and by end of the next business day for level two equipment • Unisys will oversee the service request call flow and Unisys CSC remote troubleshooting process to enable on -site service request dispatches for more than hardware -related causes, including external factors. The Unisys PMO will monitor call activity and bring to the City of Miami's attention excessive on -site service activity (as jointly defined by Unisys and the City) due to external factors and any problems requiring troubleshooting beyond what Unisys believes is reasonable and invoke the change management process defined in Attachment 3. • Unisys will provide timely software updates in consultation with the City for the covered equipment at no additional charge. • Unisys will recommend updates to improve the level of performance, security, and compatibility and will project manage the implementation of updates after review and written approval by the City according to the project management and change management procedures documented in Attachment 2 and 3, respectively. • Unisys Infrastructure Services coverage includes the services of on - site repair or replacement of covered, defective equipment at no additional charge to the City of Miami, including shipping. • The Unisys CSC provides consultation at no charge for covered network backbone equipment topics as part of the Infrastructure Support Services agreement. • The Unisys PMO will administer the equipment manufacturer's maintenance coverage for the City of Miami during the agreement period, including renewals, upgrades, cancellations, new subscriptions, and reporting requirements • Unisys will review the City's network documentation and topology within 10 days of contract award to be able to offer prompt solutions to backbone issues and questions. • Unisys will electronically transmit network infrastructure documentation to the City in negotiated format(s). Unisys network consultants will provide network diagrams in Microsoft Visio format of changes made to the City environment. These diagrams in the as - City of Miami RFP No. 03-04-052R Page 4 • UNISYS built documentation package, which will also include configuration files and materials lists. Our network consultants will red -line or mark up existing City network diagrams when hard copy is the only current network documentation. Unisys has included a network assessment in our proposed price to document the current state of the network when our services begin. - In the support of new installations, updates, or switch of equipment between sites, the Unisys PMO will capture this information. That data capture process will include updating the network diagrams - Unisys will provide a technician on -site for 8 hours weekly at no additional cost to the City. • Unisys will comply with the security requirements as documented in Section 2.12.10 of the RFP. Our employees will review and sign a non -disclosure policy to be provided by the City of Miami. Methodology for Troubleshooting • When the City Network Operations Center (NOC) or the City support team identifies a problem or detects an alarm through your network management system, the City NOC will analyze the situation and will try to resolve the problem internally. • If it is determined that a device has a hardware problem, the City will contact the Unisys CSC through Support On -Line, or by telephone to the Unisys Call Reception Center. The service request will need to include a description of the failure as well as the model and location of the equipment. • The Unisys Service Request Management System (SRMS) will provide a unique tracking number for the request. The City may obtain real-time call status using the tracking number via Support On - Line or the Call Reception Center. With our flexible systems we can tie the tracking number to the City internal ticket number. • The CSC analyst may work with the City to dial in to the device or use other means to remotely diagnose the problem. The CSC has full access to Cisco's TAC in the event Cisco involvement is required. • If the City and the CSC analyst are successful in solving the problem remotely the service request will be closed. • If the CSC determines that a CSR, part, and/or whole unit replacement is required they will dispatch a CSR and/or part through SRMS. • The Unisys Action Center will immediately see the service request has been routed to the CSR in SRMS and performs a tactical function to facilitate the restore. The Action Center will process the service part City of Miami RFP No. 03-04-052R Page 5 UNISYS requirement, select the part from the best available location and dispatch a Unisys CSR andlor part to the City site. • The CSR and/or part will arrive at the site and follow the mutually agreed upon the City & Unisys service process. The CSR will use tools and test equipment as necessary to facilitate the repair. This may include enabling the equipment for remote diagnostics with the modem from the support kit. The CSR will contact the City Network Operation Center to verify the equipment is repaired prior to departing the site. • The CSR will pack the defective part and take it to the Unisys parts facility for return to the appropriate party. • The Unisys Account Team will manage the entire process to ensure timely restoration of the failed device and manage all escalations. • The Unisys Account Team will provide service delivery reporting on a calendar month basis. - The SRMS captures the exact time and date the ticket was opened, the ticket was closed, a chronology of all actions performed in the process of resolving the problem, and the serial number and model number of all parts replaced or repaired. - A rolling history of 13 months records of events is available to the City via Support Online, and older records andlor reports are available upon request through the Unisys PMO installation history. • IOS Software Update Service The City of Miami will be given access on demand to the software image section of the CCO access service, which will allow them to download the latest versions of the licensed IOS in use at their location. This service, which Unisys is able to provide via Cisco's Partner Initiated Customer Access (PICA) program, enables clients to keep their IOS at the desired level. New releases of the licensed feature set also will become available at no additional cost. At the time of termination of this agreement, for those devices for which a valid license has been acquired, the City of Miami will be licensed, subject to Cisco licensing policies in the PICA program, to utilize the downloaded IOS versions downloaded during the term of this agreement for each device covered under this agreement. City of Miami RFP No. 03-04-052R Page 6 • UNISYS Unisys Pricing Assumptions 1. Unisys price is based on a minimum 36 month term. 2. Unisys price is good for 90 calendar days from the date of this proposal. 3. Cisco model WS-C2912-XL-EN will be End -Of -Life (EOL) on November 1, 2006. Support will cease at that time. It is recommended that replacement be accomplished prior to EOL, to ensure continued services. 4. No newly installed equipment will be removed from contract within the first calendar year of maintenance coverage for that specified/added equipment; any early withdrawal penalties assessed by the manufacturer will be passed onto the City of Miami for equipment removed within the first calendar year of service contract coverage. 5. All equipment and services specified will be included in the awarded contract to Unisys; Unisys reserves the right to reprice its "Cost of Maintenance Not Including Manufacturer's Coverage" pricing component if all of the specified equipment and services are not awarded for contract with Unisys. 6. 24 x 7 x 2 SNTP is not available in Miami. 7. Pricing in attachment F is good for the 3-year term with no annual adjustments or increases. All subsequent Cisco equipment additions to the service contract will be priced at the same relative price structure at the time of equipment addition for Unisys ISS — this equates to a 30% discount from Cisco SMARTnet Onsite list price. 8. As the incumbent at the City of Miami, Unisys is able to provide the City the advantage of a pre-existing fee structure for the services and parts that Cisco provides as part of the Unisys solution. That fee structure is lower than what would be established by a new service provider. That pre-existing advantage will end in 2006. As a result, there is a subset of equipment pricing that will increase, as the Cisco support fees will be increasing in years 4 and 5 of this contract term. Those items are detailed in Appendix F as part of the Unisys pricing exhibit. Otherwise, Unisys will honor the same pricing for same models of equipment throughout the life of the contract and extension periods. 9. The Unisys PMO will coordinate quarterly invoicing as required by the City of Miami. 10. The Unisys PMO will coordinate the requested removal of equipment by the City of Miami and prorate the service charges accordingly. City of Miami RFP No. 03-04-052R Page 7 • UNISYS Any early cancellation fees that Unisys assesses for equipment removed before the first full year of coverage under an Infrastructure Support Services agreement in the prorated calculations and show them in the subsequent billing period. 11. All modifications to the equipment manufacturers' maintenance coverage will require written advance approval from the City of Miami. 12. Unisys will provide installation services as a separate, billable project on definition by the City of Miami of complete service scope requirements. 13. Unisys will be provided as a separate billable project based on Unisys and the City of Miami developing a specific scope of requirements for Disaster Recovery Planning, Network IMACD Support, Network Management and Network Assessment, Planning and Design. 14. The following options have been included in the pricing as described in Attachment F: - Network diagrams specific to the RFP: included as part of the Unisys service implementation process. - 8 hours of on -site network technical assistance. - Identification of current configurations: included as part of the Unisys service implementation process. Hardware installation requirements included as part of the Unisys service implementation process. City of Miami RFP No. 03-04-052R Page 8 • UNISYS Attachment 2 —Program and Project Management Program Management is defined as the support and management of the Unisys Services engagement. This Section will define the responsibilities of both the City of Miami Program Management team and Unisys Program Management team. Unisys Organizational Structure Unisys will maintain a current organizational chart with contact names, functional titles and phone numbers for all Unisys key contacts. Unisys key contacts are defined as the most senior Unisys representatives responsible for the Services including the Unisys Program Manager. Unisys Program Manager Unisys will appoint a Program Manager (Unisys PM) who will serve as the primary Unisys representative under this agreement. The Unisys PM will: (1) have overall responsibility for managing and coordinating the performance of Unisys obligations under this agreement; and (2) be authorized to act for and on behalf of Unisys with respect to all Service delivery matters. The Unisys PM will be responsible for managing the overall delivery and City of Miami satisfaction with all Services under this agreement and meeting the Service Levels defined. Working with City of Miami designated contacts, the Unisys PM will plan and manage project and operations support activities. The Unisys PM responsibilities include: • Overall delivery of the Services and meeting the Service Levels defined herein. • Overall responsibility for Unisys compliance with City of Miami agreed upon standards and policies. • Managing Service relationships with City of Miami. • Conducting monthly management reviews of the program status and effectiveness. • Managing the Change Request Process. • Representing Unisys during meetings, reviews, issue resolution, escalation, scope change approvals, and acceptance. City of Miami RFP No. 03-04-052R Page 9 • UNISYS The City of Miami Program Manager The City of Miami will appoint a Program Manager (City of Miami PM) who will serve as the primary representative of City of Miami under this agreement. The City of Miami PM will manage and coordinate City of Miami performance under this agreement. The City of Miami PM will render or obtain and implement in a timely manner all City of Miami decisions required to permit Unisys to meet its responsibilities under the Agreement. The City of Miami PM, or designee will: • Using the Change Request Process, inform Unisys of changes in City of Miami strategy, business direction, computing architecture, standards and policies that could impact Unisys ability to perform the Services. • Review and accept or reject Unisys deliverables according to mutually agreed upon criteria and procedures. • Authorize payment of Unisys invoices. • Authorize Unisys to perform requests for services beyond those described herein. • Review Service performance status reports. • Submit and approve Change Requests to this agreement. Unisys Program Management Office (PMO) The Unisys PMO will provide the following services: Unisys Services Management Unisys will measure its performance in delivering the services by monitoring Service Levels as defined. Such reports will illustrate Unisys total performance and highlight exceptions listing those tasks and metrics that do not meet the established Service Levels. The exception report will indicate Unisys corrective action plan for any Services not meeting the established Service Levels. Communications, Status Review, and Reporting The Unisys PM will schedule joint communication and status review meetings with the City of Miami PM. The purpose of these meetings will be to communicate program status and address program issues. City of Miami RFP No. 03-04-052R Page 10 • UNISYS Performance Reporting and Corrective Action Unisys will provide performance reports and Unisys proposed corrective action plans during the above referenced monthly meetings in a format mutually agreed upon between the City of Miami PM and Unisys PM. Quarterly Meetings Quarterly meetings will be held by City of Miami and Unisys to facilitate executive level communications (the "Steering Committee"). This Steering Committee will be composed of the City of Miami PM and the City of Miami Chief Information Officer and/or the City of Miami designated executive sponsor, the Unisys PM and a Unisys executive sponsor as well as other persons as mutually agreed by the parties. This formal quarterly management meeting will be held at a predefined mutually agreed upon location and will include, at a minimum, the following topics: (1) high-level overview of Service Level performance; (2) review of quarterly significant events; (3) review of the City of Miami/Unisys partnership; (4) review of City of Miami strategic direction; (5) Unisys corporate update; and (6) next steps. City of Miami RFP No. 03-04-052R Page 11 • UNISYS Attachment 3—Change Request and Issue Resolution Processes The Change Request Process is designed to manage changes to the services provided under this agreement. No change shall be effective until both parties have agreed in writing to the change. The Change Request Process implements any change in the scope of the agreement.. This process, which applies to changes requested by the City of Miami or Unisys, is used to modify the Services enterprise environment. Management of this process is the responsibility of the PMO, which has primary responsibility for contract delivery. Specific procedures associated with the Change Request Process are triggered upon submission of an approved Change Request Form as illustrated in Appendix F to the UPE. The UPE will log all changes to this agreement in the Change Control Log as the permanent record of change request status and approved changes to this agreement. Any such change, unless specifically stated within this agreement, may be subject to a mutually agreed upon pricing adjustment. Either the City of Miami or Unisys may request modifications to the services environment defined under this agreement, including the scope of work, deliverables, special projects or tasks, milestones, or Service Levels. Unisys will evaluate the impact of the Change Request, and provide an initial response to the request within 5 business days of receipt. In cases involving significant changes, or if evaluation of a Change Request requires more than three -person -days of effort to evaluate and propose a solution, Unisys will advise the City of Miami of this condition and whether Unisys will require further evaluation. Upon Change Request approval and if Unisys requires further formal evaluation, the City of Miami will issue a purchase order for the agreed -upon cost, if applicable, for performing the evaluation, and said order will be under the terms and conditions of the Agreement. If Unisys is engaged to perform further formal evaluation, Unisys's response to a Change Request will contain the impact of the change on various portions of this agreement, including identifying and quantifying changes in services, Service Levels, schedules, and/or price. Unisys will also indicate alternate solutions where possible. The City of Miami will advise Unisys within thirty (30) business days of whether it wishes to proceed and, if so, shall authorize any necessary additional funding. In the event no such authorization is received, the requested Change Request will be treated as withdrawn. Unisys will monitor all approved changes through completion, adjust any baseline documents as necessary, obtain approvals, and close the request upon completion. Until agreement can be reached on the implementation of the requested change, or if agreement cannot be reached, Services activities will continue to be performed in accordance with the existing terms and conditions of this agreement. If City of Miami RFP No. 03-04-052R Page 12 • UNISYS agreement cannot be reached, either party can invoke the Issue Resolution Process as defined in the following. Differences of opinion and disputes between the City of Miami and Unisys will be managed through the following Issue Resolution Process. The requester (the City of Miami or Unisys) shall complete an Issue Resolution Form. The issue will be logged, and forwarded to the Level 1 Managers (as defined below) for evaluation and a disposition communicated to the requester. A plan to resolve the issue will be developed jointly; upon mutual concurrence, the plan will be implemented and the issue will be closed. The requester shall have the opportunity to acknowledge acceptance of the resolution. In the event that the Level 1 Managers are unable to agree on a plan for resolving the issue within three (3) business days of the receipt of the Issue Resolution request, either person may request that their immediate managers (Level 2 as defined below) meet (via telephone) to discuss the issue. The issue will be forwarded to the Level 2 managers (as defined below) for evaluation and a disposition communicated to the requester. A meeting among the Level 2 Managers shall be held within seven (7) business days of the date on which such meeting is requested. A plan to resolve the issue will be developed jointly; upon mutual concurrence, the plan will be implemented and the issue will be closed. The requester shall have the opportunity to acknowledge acceptance of the resolution. In the event that the Level 2 Managers are unable to agree on a plan for resolving the issue within three (3) business days of the meeting among Level 2 Managers, either person may request that their immediate managers (Level 3 as defined below) meet (via telephone) to discuss the issue. The issue will be forwarded to the Level 3 Managers for evaluation and a disposition will be communicated to the requester. A meeting between the Level 3 Managers shall be held within seven (7) business days of the date on which such meeting is requested. A plan to resolve the issue will be developed; upon mutual concurrence, the plan will be implemented and the issue will be closed. The requester shall have the opportunity to acknowledge acceptance of the resolution. In the event that the Level 3 Managers are unable to agree on a plan for resolving the issue within three (3) business days of the meeting among Level 3 Managers, either person may request that their immediate managers (Level 4 as defined below) meet (via telephone) to discuss the issue. The issue will be forwarded to the Level 4 managers for evaluation and a disposition communicated to the requester. A meeting between the Level 4 Managers shall be held within seven (7) business days of the date on which such meeting is requested. A plan to resolve the issue will be developed; upon mutual concurrence, the plan will be implemented and the issue will be closed. The requester shall have the opportunity to acknowledge acceptance of the resolution. City of Miami RFP No. 03-04-052R Page 13 • UNISYS In the event that the Level 4 Managers fail to resolve such issues, the parties may exercise any and all rights in this agreement. Any level manager may authorize a designee to assume his/her responsibilities under this section provided such designee is given the manager's authority to agree to a resolution of the issue. Notwithstanding the above, either party may use a court of competent jurisdiction to seek temporary equitable relief to protect its interests. Issue Resolution Escalation Table City of Miiinni Unisys City of Miami Supervisor City of Miami Program Manager City of Miami Assistance Director of IT Unisys Client Coordinator Unisys Program Executive Unisys Client Program Director City of Miami Chief Information Officer Unisys Regional VP Level 1 Level Level Level City of Miami RFP No. 03-04-052R Page 14 • UNISYS Attachment 4—Exceptions/Clarifications to RFP and Additional Terms and Conditions The following Unisys Exceptions/Clarifications to the RFP and Additional Terms and Conditions contained in Unisys Proposal are included in the Agreement. Federalldentifcation Number Unisys Federal Identification Number is 38-0387840. Part A. ExceptionslClarifications to RFP Unisys response to the following specific sections of the RFP: 1. RFP Section 1.9 Performance Bond: Unisys agrees to provide a performance bond in an amount to be determined by the City, but not to exceed the 3 year value of the Contract. The exact amount of the Performance will be specified in the contract. The performance bond shall cover the three year base period of the contract, and shall specifically exclude any subsequent option years unless agreed to in writing by the Surety. For any option years, Unisys may provide a substitute performance bond covering only the one year optional period. Unisys Proposal is made subject to the deletion of the third and last paragraph of Section 1.9. 2. RFP Section 1.10 Unauthorized Work: Unisys Proposal is made subject to the clarification that any terms and conditions contained in any City purchase order shall have no force or effect. 3. RFP Section 1.13 Assignment of Contract/Section 1.14 Sub - Contractor: Unisys does not propose any subcontractors with its Proposal. Unisys ability to provide replacement equipment parts for some equipment may be subject to availability from the equipment manufacturer. 4. RFP Section 2.1 Deliverables: Unisys Proposal is made subject to the following clarifications: Unisys agrees to provide the services as described in Unisys Proposal. Unisys is not offering original manufacturer's maintenance. Unisys ability to provide some equipment parts may be subject to availability from the equipment manufacturer. Unisys will require 30 day prior written notice for removal or addition of equipment. Equipment may be added at the same per unit charge for such equipment, or if new equipment not then currently being supported under the contract, new equipment may be added upon mutual agreement. City of Miami RFP No. 03-04-052R Page 15 • UNISYS 5. RFP Section 2.1, paragraph 22: Unisys takes exception to the last sentence of this paragraph and Unisys Proposal is made subject to its deletion. 6. RFP Section 2.2 Assumptions: Unisys Proposal is made subject to the deletion of the third bullet of this section. 7. RFP Section 2.8: Unisys Proposal is made subject to the substitution of the following for the last sentence of this section: "Unisys agrees to meet the services levels as described in Unisys Proposal." 8. RFP Section 2.9: Unisys Proposal and prices therein are for the described maintenance services for the products listed in the RFP. Under this contract, Unisys does not accept any responsibility for network degradation or new technologies added by the City. Any additional services will be subject to additional contract amendments that will provide applicable pricing, terms and conditions for such additional services. 9. RFP Section 2.12.18 Services Availability: Unisys Proposal is made subject to the substitution of the following for this section: "Unisys agrees to meet the services levels as described in Unisys Proposal." 10. RFP Section 2.12.20: Unisys Proposal is made subject to the deletion of this section. 11. RFP Section 3.12, paragraph D: Unisys Proposal is made subject to the clarification that Unisys is not providing voice over 1P solutions or services. Any such services may be included in an amendment containing mutually acceptable prices, terms and conditions. 12. RFP Section 3.18, third paragraph: Unisys accepts the intent of this paragraph subject to the addition of the following at the end of the paragraph: ", in the performance of services under the agreement and subject to the indemnifications and limitations of liability sections of the 13. RFP Section 4.2.3: Unisys Proposal is made subject to the substitution of the following for the last sentence of this section: "Unisys publicly filed financial statements and reports will be available to the City.' 14. RFP Section 4.2.8 Indemnification: Unisys Proposal is made subject to the substitution of the following paragraph for the terms of Section 4.2.8: To the same extent Unisys would otherwise be legally obligated to a third party claimant directly, Unisys will indemnify and hold the City harmless for claims of damage to the tangible personal property of third parties and claims of personal injury to third parties proximately caused by Unisys or its authorized employees, subcontractors or agents within the scope of their employment and during the performance of this Agreement provided the City gives Unisys: (a) prompt written City of Miami RFP No. 03-04-052R Page 16 • UNISYS notice of the claim, (b) its cooperation and assistance in the settlement or defense of the claim, and (c) the sole authority to settle or defend the claim. 15. RFP Section 4.2.10: Unisys Proposal is made subject to the deletion of Section 4.2.10. 16. RFP Section 5.1.1, part 5g): There is no litigation to which Unisys is a party that relates directly or indirectly to the subject matter of the RFP. Further, there is no litigation of any kind pending which would have a material effect on the ability of Unisys to successfully complete its contractual obligations hereunder in the event of award. To the best information available to the Unisys personnel preparing this Proposal, there are no pending lawsuits relating to similar services proposed by Unisys. 17. RFP Section 6.2 Indemnification and Insurance: Unisys Proposal is made subject to the substitution of the following paragraph for the first three paragraphs of Section 6.2: To the same extent Unisys would otherwise be legally obligated to a third party claimant directly, Unisys will indemnify and hold the City harmless for claims of damage to the tangible personal property of third parties and claims of personal injury to third parties proximately caused by Unisys or its authorized employees, subcontractors or agents within the scope of their employment and during the performance of this Agreement provided the City gives Unisys: (a) prompt written notice of the claim, (b) its cooperation and assistance in the settlement or defense of the claim, and (c) the sole authority to settle or defend the claim. Unisys agrees to name the City as an additional insured, but only to the extent of the liabilities assumed by Unisys under the Unisys substitute indemnification sections. City of Miami RFP No. 03-04-052R Page 17 • UNISYS Part B. Additional Terms and Conditions 1. Definitions a. "Services" means any service provided under this Agreement. b. "Proprietary Information" means software, software diagnostics, documentation, including manuals, and any other information confidential to Unisys or its licensors. c. "Software" means the object code version of computer programs and any related documentation, excluding maintenance diagnostics. Software also means the source code version where provided by Unisys. Software also means micro code, not embedded in a circuit element, that enables the equipment to function according to its published specifications. d. "Products" means equipment, Software, documentation (including manuals and education materials) and Software maintenance releases and updates. 2. Inspection. Unisys may inspect Products upon the initial service call or within 30 days after Services begin. If Products are not in a condition acceptable to Unisys, the City may have Unisys restore Products for a charge or Unisys may terminate Services for the unacceptable Products and Unisys will refund any amounts paid to Unisys by the City for such Services. Services apply only to properly configured Products at the minimum hardware and software levels designated by Unisys for support of the applicable Product specification. 3. City's Operational Responsibilities. The City has the sole responsibility for the proper use of the Products, including operating procedures, audit controls, accuracy and security of input and output data, restart and recovery routines, data and software backup and reload, software updates, and other procedures necessary for the City's intended use of the Products. 4. Repairs Covered (and Excluded). Services under this Agreement include the installation of software corrections and updates, and repair or replacement of equipment components, where such items are provided to Unisys by the applicable Product manufacturer. Replacement equipment may be new, newly manufactured, or assembled from new or serviceable used parts that are like new in performance. Except as expressly stated in this Section, Services under this Agreement do not include repair of damage or correction of errors related to: (a) time and date functionality, including time and date functionality for Year 2000; and, (b) defects in the design, manufacture, materials or workmanship related to third party (non Unisys) Products. City of Miami RFP No. 03-04-052R Page 18 • UNISYS Services cover only repairs for normal wear and tear to the enrolled Product when the Product is properly installed and used. Services do not cover damage or repairs from misuse, accidents, acts of nature, alterations or attachments, or external factors like power fluctuations or the acts of others. 5. Protection of Proprietary Information. This Agreement does not transfer a license or title to any intellectual property, including any software, documentation, support materials, or other Proprietary Information used by Unisys in conjunction with the Services. Unless these items are provided to the City under a separate written agreement with Unisys, these items are for use solely by Unisys, Unisys has the right to remove these items from their location at any time, and the City will not use, copy, or distribute these items. If the City has an existing license agreement with Unisys for software and documentation, any changes to the licensed software or documentation that Unisys gives the City during the performance of the Services will be covered by the terms of the existing license agreement. This Section will survive termination or cancellation of this Agreement. 6. Disclaimers. EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, FOR SERVICES OR ITEMS PROVIDED UNDER THIS AGREEMENT. TO THE EXTENT PERMITTED BY LAW, UNISYS DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGMENT FOR ALL SERVICES AND ITEMS PROVIDED UNDER THIS AGREEMENT. 7. Limitation of Liability (a) The entire liability of Unisys, and the City's exclusive remedy for damages from any cause arising out of this Agreement, regardless of the form of action, will not exceed the greater of (a) $5,000, or (b) an amount equal to the amounts paid in the twelve (12) months prior to any claim for the products or services which are the subject matter of any such claim. (b) In no event is Unisys liable for (i) any incidental, indirect, special or consequential damages, including, but not limited to, loss of use, revenues, profits or savings, even if Unisys knew or should have known of the possibility of such damages, or (ii) loss of data from any cause. 8. Other Provisions (a) Neither party will be liable for failure to fulfill its obligations when due to causes beyond its reasonable control. As to third party (non Unisys) Products where the product manufacturer has ceased production and supplying of parts and ongoing support, Unisys will be excused from its obligations under this City of Miami RFP No. 03-04-052R Page 19 • UNISYS Agreement as to such third party products, if parts, supplies, diagnostic materials or any other materials reasonably required to service such third party Products are not readily available to Unisys on terms reasonably acceptable to Unisys. In such event, Unisys shall continue to provide services for such Products for a period of six (6) months after Unisys has notified the City that the manufacturer has ceased production so long as Unisys is able to obtain, upon terms acceptable to Unisys, parts necessary for such support. The formation, interpretation, and performance of this Agreement will be governed by the local law of the State of Florida. Each provision of this Agreement is severable. (b) This Agreement, which includes RFP #03-04-052R and Unisys Proposal in response to the RFP, is the entire agreement between the City and Unisys for the Services and other items provided under this Agreement and supersedes all prior written and oral communications between the City and Unisys. The terms and conditions of this Agreement will supersede all other terms and conditions submitted by the City, including any preprinted terms on a purchase order. The terms and condition of this Agreement may be modified only by a writing signed by a Unisys Vice President, General Manager or Contracts Manager, and the City Manager for the City of Miami. The City acknowledges it has read and understands this Agreement and the City is not entering into this Agreement on the basis of any representations not expressly set forth in this Agreement. City of Miami RFP No. 03-04-052R Page 20