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Contents
1 INTRODUCTION........................................................................ 3
2 TERM.................................................................................... 3
3 SUMMARY OF SERVICE................................................................ 3
4 SCOPE OF SERVICE.................................................................... 3
Implementation........................................................................................ 3
4.2 Customer Responsibilities....................................................................4
4.3 Assumptions..................................................................................... 5
4.4 Out of Scope.................................................................................... 5
4.5 Service Hours................................................................................... 5
5 PRICING................................................................................. 6
5.1 One -Time Charge Upon Effective Date ..................................................... 6
5.2 Expenses.........................................................................................6
6 'CHANGE MANAGEMENT PROCESS ................... :............................... 7
7 OTHER PROVISIONS................................................................... 7
8 GENERAL................................................................................ 7
9 SIGNATURES............................................................................ 8
ContactSummary............................................................................ 9
cD Copyright 2012. Dell Inc. All right reserved.
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e
INTRODUCTION
This Statement of Work ("SOW") sets forth the Services (as defined herein) to be provided by Dell
Marketing LP ("Dell") to City of Fort Collins ("Customer"). The Services provided under this SOW are
governed by and subject to the terms and conditions of the Commercial Terms of Sale, which is
available at www.dett.com/terms and in hardcopy upon request and is incorporated by reference in its
entirety into this SOW, and the parties acknowledge having read and agree to be bound by such online
terms, (the "Agreement').
i TERM
The term of this SOW shall begin on the earlier of i) the date of the invoice for the Service; or ii) the
date of order confirmation from Dell, (the earlier date shall be deemed the "Original Purchase Date")
and shall expire on the date that is twelve (12) months following the Original Purchase Date. Except to
the extent applicable law requires otherwise, Customer may use the Service one (1) time during the
twelve-month period following the Original Purchase Date, at which time, the SOW will be deemed
expired. Dell's delivery of the Service will be deemed satisfied after the expiration of the SOW even in
the event the Service is not used by Customer.
SUMMARY OF SERVICE
The objective of this Service is to configure the hardware and software in section 4 herein.
SCOPE OF SERVICE
Implementation
4.1.1 Detailed Description
Planning:
11 Review the site environmental and technical readiness requirements.
2) Confirm readiness review and installation dates and highlight stringent dependencies on complete
Customer site readiness and product ship dates to meet the planned installation schedule.
3) Ensure that the Customer reviews, understands and accepts the terms and conditions of this
Service Description.
Implementation of Hardware and Software:
11 Setup HP c7000 Chassis
a) Setup HP Flex 10 Virtual Connect
2) HP Lefthand Storage
a) Create any necessary LUNS for vmware guest, physical hosts or vm syslogs
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0
3) Setup VMware
a) Setup vCenter 5 and SQL server onto a blade at DR site
b) HP c7000 Blades (5 hosts into on cluster) at DR site
c) Potential setup for SRM
4) Setup Windows OS
a) Setup 3 Windows OS on physical host and attach any iscsi LUNS
b) Setup 2 Windows VM guests
5) CommVault
a) Setup CommServe DR and media agent
b) Configure new clients with commvault client and/or VM with VSA backup solutions
c) Dash Copy (Replication between sites)
d) Backup SAN (for disk based backups)
Project closeout:
1) Provide documentation to Customer, reflecting the Services performed.
2) Obtain Customer acknowledgment of the Services performed.
4.2 Customer Responsibilities
Customer agrees generally to cooperate with Dell in its delivery of the Services. Customer agrees to the
following responsibilities:
1) During the term of this SOW, Customer is responsible for promptly notifying Dell in writing of a)
any changes Customer makes to its information technology environment that may impact Dell's
delivery of the Services; and b) if Customer becomes aware that any of the Assumptions set forth
herein are incorrect.
2) Customer will maintain a backup of all data and programs on affected systems prior to Dell
performing the Services and during the term of the SOW. Dell will have no liability for loss or
recovery of data, programs or loss of use of system(s) arising out of or in connection with the
Services provided under this SOW.
3) Prior to the start of this SOW, Customer will indicate to Dell in writing a person to be the single
point of contact, according to project plan, to ensure that all tasks can be completed within the
specified time period'. All Services communications will be addressed to such point of contact
(the "Customer Contact"). Failure to do so might result in an increase in project hours and/or
length in schedule.
4) Customer will provide technical points -of -contact, who have a working knowledge of the
enterprise components to be considered during the Services ("Technical Contacts"). Dell may
request that meetings be scheduled with Technical Contacts.
5) The Customer Contact will have the authority to act for Customer in all aspects of the Service
including bringing issues to the attention of the appropriate persons within Customer's
organization and resolving conflicting requirements.
6) The Customer Contact will ensure that any communication between Customer and Dell, including
any scope -related questions or requests, are made through the appropriate Dell Project Manager.
7) The Customer Contact will provide timely access to technical and business points of contact and
required data/ for matters related to the scope of Service.
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8) The Customer Contact will ensure attendance by key Customer contacts at Customer meetings
and deliverable presentations.
9) The Customer Contact will obtain and provide project requirements, information, data, decisions
and approvals within one working day of the request, unless both parties agree to a different
response time.
10) Customer may be responsible for developing or providing documentation, materials and
assistance to Dell and agrees to do so in a timely manner. Dell shall not be responsible for any
delays in completing its assigned tasks to the extent that they result from Customer's failure to
provide such timely documentation, materials and assistance.
11) The Customer Contact will ensure the Services personnel have reasonable and safe access to the
Project site, a safe working environment, an adequate office space, and parking as required.
12) Customer will inform Dell of all access issues and security measures, and provide access to all
necessary hardware and facilities.
13) Customer is responsible for providing all hardware, software, licensing, internet access, and
facilities for the successful completion of the Services. Facilities and power must meet Dell's
requirements for the products and Services purchased.
14) Customer is responsible for all warranty support for non -Dell systems, including but not limited
to:
e) Coordinating vendor support requirements for moving Equipment.
f) Engaging vendor technical support for issue resolution or parts dispatch
4.3 Assumptions
Dell has made the following specific assumptions while specifying the Services detailed in this SOW:
1) The provision of the Services does not include the development of any intellectual property
created solely and specifically for the Customer under this SOW.
4.4 Out of Scope
For the avoidance of doubt, the parties acknowledge that the following activities are not included in
the scope of this SOW.
1) Any services, tasks or activities other than those specifically noted in this SOW.
2) Any Dell training or certification services not specifically described in this SOW.
3) Except as set forth herein, Dell is not responsible (including financial responsibility) for any
Customer and/or third party personnel, hardware, software, equipment or other assets currently
utilized in the Customer's operating environment.
Upon request by Customer, Dell will provide a proposal for such out of scope services pursuant to the
Change Management Process as defined in Section 6.
4.5 Service Hours
Dell intends to provide the Services during the scheduled hours stated below (the "Service Hours")
Service delivery will be scheduled following Dell's receipt of the signed Agreement and, if applicable,
the accompanying purchase orders ("Purchase Order"), unless otherwise agreed upon by Customer and
Dell. The estimated dates for beginning and conducting the Project will be mutually agreed upon by
Customer and Dell, and can usually begin 2 - 3 weeks after receipt of customer purchase orders. This
Service will be provided during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, Customer
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local time, excluding holidays, according to the schedule established and agreed to by Customer and
Dell.
Rescheduling: Once this Service has been scheduled, any changes to the schedule must occur at least 8
calendar days prior to the schedule date. If Customer rescedules this Service within 7 days or less prior
to the schedule date, there will be a rescheduling fee not to exceed 25% of the Customer price for the
Services. Customer agrees that any rescheduling of the Service will be confirmed at least 8 days prior to
commencement of the Service.
PRICING
This section describes the methodology for determining invoice amounts (the "Charges") for the
Services provided under this SOW. Customer hereby agrees to pay the Charges in accordance with the
Invoicing and Payment terms of the Agreement and as further supplemented within this SOW.
Charges shall be as follows:
5.1 One -Time Charge Upon Effective Date
Dell will invoice Customer the One -Time Charge immediately following the Effective Date.
One -Time Charge: USD $7,799.00
5.2 Expenses
Expenses are included in the Charges under this SOW. Unless the Scope changes, pursuant to the
Change Management Process, Dell will not charge any additional expenses in connection with delivering
the Services without the express written consent of Customer. Additional expenses could include
Service -related expenses such as actual, reasonable and necessary travel and living expense.
5.2.1 Pricing Clauses:
1) Pricing - The terms of this SOW (including but not limited to the pricing) shall be valid for thirty
(30) days following initial delivery of this SOW to Customer. In the event this SOW is executed by
Customer and returned to Dell after such thirty (30) day period, Dell may, in its sole discretion,
(i) accept the SOW on the stated terms or (ii) reject the SOW and provide Customer with a
revised SOW setting forth any necessary updates to the terms of the previous SOW.
2) The price for the Service is based on Customer's environment as disclosed to Dell. If the
assumptions, client responsibilities and parameters within the scope of the Service used to
develop the SOW are found to be incorrect or have changed, the parties agree to pursue
resolution through the Change Management Process set forth in this SOW.
3) If any of the volumetric assumptions used in this SOW (including, time on task, locations, service
consumption, and/or configuration factors and excluding estimated hours or expenses) relied
upon by Dell vary by +/- five (5%) percent, Dell has the right to adjust the pricing to reflect such
changes.
4) Taxes - All prices are in USD and are exclusive of all applicable taxes
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CHANGE MANAGEMENT PROCESS
The Change Management Process ("Change Management Process") is the process that governs changes
to the scope of the Service during the Term of this SOW, as described below. The Change Management
Process may be used to modify the Service described in this SOW.
Changes permitted to be made pursuant to this Change Management Process will be limited to changes
to Section 3 (Summary of Service) and Section 4 (Scope of Service) and adjustments in Section 5
(Pricing) associated with changes to Sections 3 and 4 of this SOW.
Either party may request a permitted change in the Scope of the Service by completing a Change Order
Form at
http://www.dell.com/downloads/global/services/sd/Request for Change RFC Form.odf
The receiving party will review the proposed Change Order and will (i) approve it, (ii) agree to further
investigation, or (iii) reject it. Changes agreed pursuant to the Change Management Process will not be
effective until mutually executed by both parties.
Any desired modifications to this SOW which are not permitted above in this Section b, will require that
a written amendment to this SOW or a new SOW be mutually executed by the parties.
OTHER PROVISIONS
1) Dell may use affiliates and subcontractors to perform Services.
2) Dell may perform all or part of the Services off -site at a Dell or other location.
3) Services may be performed outside the country in which Customer and/or Dell is located. From
time to time, Dell may change the location where Services are performed and/or the party
performing the Services; provided however, Dell shall remain responsible to Customer for the
delivery of Services.
4) Customer acknowledges that Dell will request Customer's participation in a Custumer feedback
survey. Additionally, Dell may approach Customer to serve as reference regarding Dell's
performance of the Services. If Customer agrees to be a reference, Customer and Dell will agree
in writing to the terms of such reference.
5) If a conflict arises between the terms of the Purchase Order, SOW and Agreement, the following
order of precedence shall be followed: first, the SOW; second, the Agreement; and third, the
Purchase Order (if any). Provided, however, in no event will any terms and conditions contained
in any Purchase Order apply irrespective of whether such terms and conditions are in conflict
with or merely ancillary to any terms and conditions in the SOW or Agreement.
GENERAL
Dell shall not be responsible for any delay or failure to provide Service to the extent caused by: (1)
failures by Customer to perform its responsibilities under this SOW; (2) materially inaccurate
assumptions; (3) a defect, deficiency or failure with respect to Customer's network, systems, software,
data or other equipment; or (4) modifications to Customer's network, systems, or other equipment
made by a party other than Dell or its representatives. In the event that either party becomes aware of
the occurrence of one or more of the foregoing events, they shall notify the other party accordingly.
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Notwithstanding such occurrence, Dell may, following discussion with Customer regarding the impact of
such incident, continue to provide the Service and shall use commercially reasonable efforts to perform
the Service under this SOW. Customer shall reimburse Dell for its reasonable additional costs of
providing the Service and out of pocket expenses for such efforts and only to the extent attributable to
the items defined above.
9 SIGNATURES
Dell and Customer have caused this SOW to be signed and delivered by their duly authorized
representatives.
City of Fort Collins y7 Dell Marketing LP
By: �`...... �..�?lu? . 41� By: ............................................
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Please note that for administrative purposes only, Services may not be scheduled or commenced until
Dell receives a Customer's purchase order that references this SOW. Upon receipt of this fully
executed SOW and Customer's purchase order, a Dell Project Manager will contact you to begin
Services scheduling. Any additional and/or conflicting terms and conditions stated on the Customer
purchase order shall be void and have no effect on this SOW.
Please fax a copy of your purchase order and this signed SOW (with all pages in full) to 512-283-0755,
Attention: Jeremiah Dye, RE: 4562114r" The purchase order amount should include estimated
expenses, if they are billable.
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Contact Summary
Date
August 24, 2012
Customer
City of Fort Collins
Contact Name: John Weeks
Phone:970-416-2352
Email: iweeks@fcgov.com
Location where work will
215 N. Mason
be perrformed
Fort Collins, CO 80524
Dell Segment Contact
Name: Robert Shumway
Phone:530-219-2580
Email: Robert Shumway@Dell.com
Dell Services Contact
Name: Jeremiah Dye
Title: Enterprise Deployment Solution Architect
Dell Global Services
Phone:512-723-6771
Email: Jeremiah_Dve@dell.com
Dell Opportunity Number
4562114
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