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HomeMy WebLinkAboutexhibit 1 - service agreementSERVICES AGREEMENT SE PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 200_ by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Unisys Corporation, a Delaware corporation ("Provider" or "Unisys"). RECITALS: A. The City is in need of maintenance and support services for the City of Miami's CLU6000 system ("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 for two years, commencing February 1, 2004 and expiring on January 31, 2006, unless extended as provided below. 3. OPTIQN TO EXTEND: The parties shall have one option to extend the term hereof for a period of one (1) additional year (February 1, 2006 through January 31, 2007), subject to availability and appropriation of funds. City Commission approval shall not be required as long as the total extension does not exceed two (2) years, or a period equal to the original term of this Agreement, whichever is longer. The parties agree that the parties will be deemed to have exercised this option to extend unless either party gives the other written noticeat least 30 days prior to the expiration date that the Agreement will not be extended. 4. SCOPE QF SERVICE: A. : Provider agrees to provide the Services as specifically described in, and subject to the special terms and conditions set forth in Attachment "A" hereto (Support Services Addendum), 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., (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed as described in Attachment "A". S. 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 (Support Services Schedule), which by this reference is incorporated into this Agreement. The total charge for year 1 is $91,464. For years 2 and 3 (if the contract is extended for Year 3), Unisys charges will not increase more than ten percent (10%) over the previous year. The guaranteed maximum payable by the City during the entire original term of this agreement is $192,074. The guaranteed maximum payable by the City during the one year extension term is $110,671. 2 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 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 , then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. Except as provided by Attachment `B", no other reimbursable expenses, cost, charge, fee, benefit or other compensation will be payable by the City. 6. OWNERSHIP: A. Provider understands and agrees that any information, data, surveys, photographs, documents, reports or any other material whatsoever which is given by the City to 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, data, surveys, photographs, documents, reports 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. This subsection shall apply whether such materials are finished or unfinished. The Provider shall deliver all such materials to the City within seven (7) days of expiration or the termination of this Agreement by either party. B. Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, specifications, schematics or blueprints developed by Provider personnel in connection with the services provided to Unisys labeled or Unisys proprietary products will be and remain the property of Provider. Subject to payment for the services under the Agreement, Provider grants the City a non-exclusive license to use any of the foregoing for the City's own internal requirements within the United States. No license is granted to the City 3 to sub -license to others any items furnished or developed under this Agreement, and such items will not be copied, in whole or in part, except as reasonably required for the City's authorized use accordance with the terms of the Agreement. 7. AUDIT RIGHTS: The City may, upon reasonable prior written notice, 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 fora period of three (3) years after final payment is made under this Agreement and will make such documents available during normal Unisys business hours. The City acknowledges that such books and records are Unisys Confidential Information and not subject to Section 9 below, or to Chapter 119, Florida Statutes. Any third party auditor will be required to execute Unisys standard confidentiality agreement prior to accessing such Unisys documents. 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 4 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 (i) claims of all third parties for personal injury to or death of any person, or damage to or destruction or loss of any tangible personal property, arising out of the negligent acts or omissions of Provider, its employees, agents, or servants in the performance of the Services under this Agreement, .(ii) the failure of the Provider to conform to statutes, ordinances, codes, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider's obligations under this paragraph are contingent upon the City: 1) providing reasonably prompt written notice to Provider of any such claims, 2) giving Provider the authority to defend or settle such claims, and 3) giving reasonable assistance in the defense or settlement of such claims. The obligations and provisions of this section shall survive the expiration or termination of this Agreement. 12. DEFAULT: If Provider fails to comply with any material term or condition of this Agreement, or fails to perform any of its material 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, upon written notice to Provider, terminate this Agreement. Provider 5 understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Prior to termination under this Paragraph, the City shall give Provider thirty (30) days prior written notice of intent to terminate the Agreement, which notice shall reasonably specify such default or failure in order to allow Provider the opportunity to cure such default. Provider shall have thirty (30) days from its receipt of such notice to remedy said default. If the breach is not remedied during such cure period, the termination will become effective. 13. RESOLUTION OF CONTRACT DISPUTES: A. 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 $50,000, 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 $50,000; 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. B. Nothing in this Section 13 will preclude the parties' recourse to a court of competition jurisdiction within Miami -Dade County, Florida to seek temporary equitable relief necessary to protect its interest. 6 14. SUSPENSION AND TERMINATION 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 thirty (30) business days prior to the effective date of such termination, provided that if the City terminates pursuant to this section during the first twelve (12) months of this Agreement, the City shall pay thirty five percent (35%) of the remaining first year charges upon 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 City be liable to Provider for any additional compensation, other than that provided hereift, or for any direct, indirect, consequential or incidental damages. B. During this Agreement, Services can be cancelled, upon thirty (30) days prior written notice, for the CLU6000 system, or for a component of the CLU6000 system, if the system or such component, is deinstalled and permanently removed from service due to replacement of the system or such component by a product or products acquired from Unisys. C. Provider may suspend Services if the City fails to pay any overdue payment within thirty (30) days after the City receives written notice. Provider may terminate maintenance Services on 30 days prior written notice if Provider determines that any alterations, attachments, City software modification or failure to install a maintenance release will interfere with Services provision. Provider may terminate maintenance Services or change the Services description terms of support to the City for a product on the earlier of (a) six months notice via written notification or (b) at the expiration of the then -current term for those support Services for that product. Either party may terminate Services upon expiration of the applicable term upon 30 days prior written notice. Upon termination or cancellation of Services, all Diagnostic Tools will be returned to Provider. Any terms of this Agreement that by their nature extend after the end of this Agreement 7 will remain in effect until fulfilled. The rights or duties relating to protection of Confidential Information, or indemnities will survive termination or cancellation of this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage at the limits set forth in Attachment "C" to this Agreement. Evidence of such coverage shall be furnished to the City Risk Management Administrator, 444 S.W. 2"d Avenue, 9th Floor, Miami, Florida 33130, 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 Risk Management Administrator. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices in violation of applicable federal or state law 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. 17. MINORITY AND WOMEN BUSINEO 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 8 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 is for professional services, and the selection of the Provider is based on its unique qualifications. This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City of Miami Commission, 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 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. TO PROVIDER: TO THE CITY: E. Kenneth Jones Contract Manager Unisys Corporation 5550A Peachtree Parkway Suite 400 Norcross, GA 30092 James Osteen Assistant Director City of Miami ITD 444 SW Second Ave Suite 546 Miami, FL 33130 20. CONFIDENTIAL INFORMATION: "Confidential Information" is Software, diagnostics, support materials, documentation, and any other information and materials confidential to Provider, its licensors, or the City to the extent allowed by law. A. 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 9 according to this Agreement. Title or the right to possess Confidential Information will remain with the disclosing party. B. All materials containing Confidential Information will be marked "Proprietary," "Confidential," or in a manner which gives notice of its confidential nature. Confidential Information will not be copied, in whole or in part, except when essential for authorized use under this Agreement. The parties agree to reproduce all notices on any copies made, including on storage media. If Confidential Information iF. disclosed in other than tangible form, the disclosing party should provide a written description of that Confidential Information to the recipient within thirty (30) days of the disclosure. C. The obligations stated in this section shall apply to the extent they are allowed by applicable law, including without limitation, the Public Records Law of the State of Florida, as amended from time to time. The obligations stated in this Section do not apply to Confidential Information: (a) already known to the, recipient at the time of disclosure; (b) independently generated by the recipient and not derived from the Confidential Information supplied by the disclosing party; (c) publicly known or available, except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the Confidential Information; (d) disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or (e) required to be disclosed by the recipient by law, regulation, court order, or other legal process, providedthe recipient provides, to the extent possible, reasonable advance notice to the other party of the impending disclosure. When this Agreement terminates or expires, or upon request, the recipient agrees to return or destroy (and certify in writing destruction of) Confidential Information famished in connection with the Agreement, including all copies made, and all writings, descriptions and summaries involving or based on such Confidential Information. 10 Provider and the City agree to continue with these confidentiality obligations after this Agreement ends. D. The City acknowledges that all support materials, including without limitation, diagnostic software and tools, are Confidential Information of Provider and will be used only by Provider maintenance personnel or City employees at the direction of Provider maintenance personnel. This provision applies even though such materials may be listed in the Provider price lists, catalogs, invoices or contracts:: 21. DIAGNOSTIC TOOLS: To facilitate the provision of Services, Provider may store proprietary and confidential diagnostic tools, software, and documentation, whether in printed or electronic form, (collectively called "Tools") at the City's site or within a product. These Tools may be pre -loaded on the City's equipment or embedded in a product before delivery. Provider does not license these Tools to the City. Provider does not give the City or anyone else permission to access, monitor, use, copy, distribute, or change these Tools. Provider acknowledges that during routine system back-ups, the City may not easily avoid copying software Tools and, to this extent, the copies are permitted provided the City protects these Tools as Provider Confidential Information to the extent allowed and provided by law, and the City does not remove any proprietary markings. Provider may remove these Tools at will and the City gives Provider permission and access to the City's site to do so. 22. SERVICE WARRANTIES: Provider has the ability to perform the Services and Provider will provide suitable resources to perform the work according to the description of Services. All Services exclude damage repair or correction of defects or errors related to: (a) time and date data functionality for Provider labeled Unisys Products not designated Year 2000 Ready or non Unisys Products not Year 2000 Ready as initially manufactured; and, (b) supplies not 11 obtained from Provider, and (c) design, manufacture, materials or workmanship related to non Unisys products and services, or Product(s) for which Unisys has discontinued engineering support; and (d) unauthorized alterations or attachments; and (e) intentional damage caused by non Provider personnel. In addition, Services exclude replacement of supplies expended during normal operation (including batteries, ink and other consumables). ;3. NO OTHER WARRANTIES: Except as described in this Agreement, Provider makes no other warranties. TO THE EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR PRODUCTS AND SERVICES. Provider's warranties extend solely to the City 24. MAINTENANCE SERVICE DI SCRIPTION: According to the service plan ordered by the City, Provider will, with respect to covered equipment and Software, use commercially reasonable efforts to: 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 Provider services, properly configured at the minimum hardware and software levels designated by Provider, and the City complies with the manufacturer's instructions for the proper use, care, supplies, and environment for the equipment. B. diagnose and provide to the City workarounds or corrections for (i) material defects in the currently -supported version(s) of Provider proprietary software that prevent the City's use of this software in a production environment; and (ii) non Unisys Software where the manufacturer makes such support available to Provider for the City's benefit under a valid license. l2 C. The City must give Provider 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 which must be agreed upon by the parties in writing, prior to such charge being assessed. 25. LIMITATION OF LIABILITY: A, Unless further limited elsewhere in this Agreement, the entire liability of Provider and the City's exclusive remedy for damages from any cause related to or arising out of this Agreement, regardless of the form of action, whether in contract or tort, will not exceed the greater of (a) $100,000 or (b) the charges paid to Provider during the twelve (12) month period immediately prior to such claim for the Services which are the subject matter of or directly related to the causes of action asserted. This subsection 25A does not apply to claims covered by Sections 11 (Indemnification), or 26 (Patents and Copyrights). B. Provider will not be liable for claims, demands or actions against the City by any person, except as provided for in Section 11 Indemnification and Section 26 (Patents and Copyrights). C. In no event will Provider be liable for (a) any incidental, indirect, special or consequential damages, including, but not limited to, loss of use, revenues, profits or savings, even if Provider knew or should have known of the possibility of such damages, or (b) loss of or damage to City data from any cause. 13 26. PATENTS AND COPYRIGHT: A. Provider will defend the City, its officials and employees, from claims that a Unisys Product infringes a United States patent, trademark or copyright or misappropriates a trade secret protected under United States law, provided the City: (a) promptly gives Provider written notice of the claim; (b) by execution of this Services Agreement hereby gives Provider control and authority to defend and/or settle the claim; and, (c) gives Provider its cooperation in defense of such claim subject to availability of City resources. B. Provider will pay the costs of the defense and any settlement or damage award, (inclusive of any judgment, ordinary interest, costs, appellate costs and attorneys fees awarded against the City) for the claim(s). If a claim is made or Provider believes a claim is likely to be made, Provider may, at its sole discretion, obtain the right(s) to allow the City to continue to use the product or Provider may replace or modify the product. If Provider determines that these choices are not available on reasonable terms, the City will, upon Unisys request, stop using the product and return it to Provider, whereupon any applicable license and charges for the product will end, and Provider will give the City a credit for the price paid to Provider, less a reasonable charge for past use by Client and/or product depreciation. Provider has no obligation under this Section for any claim from the City, or any claim based on: (a) the City's design or modification of a product; (b) the City's use of a Unisys product in combination with anything that Provider did not provide to the City without the prior written approval of the Provider; or, (c) a non Unisys product alone. C. This Section states Provider's entire liability and the City's sole and exclusive remedies for patent and copyright infringement or misappropriation and trade secret misappropriation. 14 27. CITY'S RESPONSIBILITIES: The parties agree that: (a) the City has independently determined that the Services ordered under this Agreement meet its requirements; (b) the City will use the products according to the manufacturers' instructions in the proper environment; (c) the City will back up information stored or processed by products on computer -readable media that the City can easily restore if the information is lost or damaged from any cause; (d) the City is responsible for any results produced by the products and Services. The City will also: (a) maintain the proper operating environment for products; (b) provide 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. 28. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue for any legal proceedings arising out of this Agreement shall be in Miami -Dade County, Florida. In order to expedite litigation, the parties waive their rights to demand a jury trial in any action between them arising out of this Agreement. 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. 15 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 United States, State of Florida, Miami -Dade County, 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. E. Provider will excuse any failure that is beyond the City's reasonable control and the City will excuse any failure that is beyond Provider's reasonable control, except that the City shall not be excused from making payments when due. Notwithstanding the foregoing, the City shall not be responsible for payments for Services under this Agreement that are performed after the date of termination or expiration of this Agreement. 29. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 30. 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, representative 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. lb 31. 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. 32. ENTIRE AGREEMENT; This Agreement 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. Any terms and conditions on City purchase orders do not apply. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 33. 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, 34. CHANGES IN SCQPE OF SERVICES: Any change in the scope of services must be accompanied by a written amendment, executed by the parties and utilizing the same formalities as this Agreement. 35. PUBLIC ENTITY CRIME ACT: Provider represents and acknowledges that the execution of this Agreement will not violate the Public Entity Crime Act, Section 287.133 Florida Statutes, and that the. Provider will comply with this Act. 36. COMPLIANCE WITH LAWS: Provider shall comply with all applicable federal, state, and local laws, codes, and ordinances in the performance of its obligations under this Agreement. 17 37. PRIORITY PROVISIONS: Attachments A, B and C are incorporated by reference into this Agreement, provided however, that if there is a conflict or inconsistency between this Agreement or any Attachment or Exhibit, this Agreement shall prevail and be given effect. 38. MULTIPLE ORIGINALS: This Agreement may be fully executed in three (3) copies by all parties, each of which bearing original signatures shall have the force and effect of an original document. The parties shall initial the bottom page of each Attachment or Exhibit. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK 18 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 written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager ATTEST: NIFER PARRIS Title: CONTRACT MANAGER "Provider" UNISYS CORPORATION a Delaware corporation Print Name: Title: APPROVED AS TO LEGALFORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: ALEJANDRO VILARELLO DANIA CARRILLO City Attomey Risk Management Administrator 19