Internal Use ‐ Confidential
Statement of Work for
Warehouse and Redeliver
New Equipment per system
CITY OF FULLERTON
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Table of Contents
1 INTRODUCTION .............................................................................................. 3 2 SUMMARY OF SERVICE ................................................................................ 5 3 ENGAGEMENT DETAILS ................................................................................ 5
3.1 Scope of Services ..................................................................................................... 5
3.2 Project Timeline ........................................................................................................ 7
3.3 Services Out of Scope .............................................................................................. 7
3.4 Assumptions ............................................................................................................. 7
3.5 Customer Responsibilities ........................................................................................ 9
3.6 Service Hours ......................................................................................................... 11 4 COMPLETION AND ACCEPTANCE ............................................................. 11 5 PRICING ......................................................................................................... 12
5.1 Estimate Revisions ................................................................................................. 12
5.2 Expenses ................................................................................................................ 12
5.3 Additional Pricing Terms ......................................................................................... 13 6 CHANGE MANAGEMENT PROCESS .......................................................... 14 7 OTHER PROVISIONS .................................................................................... 15 8 SIGNATURES ................................................................................................ 17 Appendix A: Change Request Form ..................................................................... 18 Appendix B: Supported Sites ............................................................................... 19 Appendix C: Definitions ........................................................................................ 20 Appendix D: Major Metropolitan Areas ................................................................ 22 Appendix E ─ Equipment to be Deployed ........................................................... 23 CITY OF FULLERTON 27 April 2022
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1 INTRODUCTION
“Dell Technologies
Services” or “DT
Services”
Dell Marketing L.P.
“DT Services
Address” One Dell Way, Round Rock TX 78682, United States “Customer” or “CITY
OF FULLERTON” CITY OF FULLERTON
“Customer Address” 303 W COMMONWEALTH AVE
FULLERTON, CA 92832
“SOW” This Statement of Work.
“Services” The services as described in this SOW.
“Agreement”
This SOW and the Services described in this SOW are governed by and subject to the terms and conditions set forth in: Customer’s separately signed master services agreement with DT Services to the extent such agreement authorizes Customer to order the Services; or, in the absence of such an agreement, the applicable terms and conditions at the following website: www.dell.com/cts, available in hardcopy upon request and incorporated by reference in its entirety into this SOW, and the parties acknowledge having read and agree to be bound by such online terms. “Effective Date” The date of the last signature below.
“Term”
The term of this SOW will begin on the Effective Date and, unless terminated in accordance with this SOW or the Agreement, expires on the date that DT Services completes the provision of Services in accordance with this SOW.
“Deliverables”
Any reports, time sheets, analyses, scripts, code or other work results which have been delivered by DT Services to Customer within the framework of fulfilling obligations under the SOW. All Deliverables provided under this SOW will be written in English and in the DT Services standard document format, unless otherwise mutually agreed.
“Reference” SR 000863664
The terms “DT Services”, “DT Services Address”, “Customer”, “Customer Address”, “SOW”, “Services”, “Agreement”, “Effective Date ”, “Term” and “ Deliverables” have the meanings indicated above.
Capitalized terms used herein but not otherwise defined will have the me anings ascribed to such terms in the Agreement. To the extent that this SOW conflicts with the Agreement, the terms and conditions of this SOW shall control. Prevailing terms will be construed as narrowly as possible to resolve the conflict while preserving as much of the non-conflicting terms as possible, including preserving non-conflicting provisions within the same paragraph, section or sub-section.
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The following appendices are attached hereto and incorporated by reference:
● Appendix A – Change Request Form
● Appendix B – Supported Sites
● Appendix C – Definitions
● Appendix D – Major Metropolitan Areas
● Appendix E - Equipment to be Deployed
Version Control
Date Version Description Completed By
03/29/2022 1.0 Original SOW Hector Moreno
3/30/2022 1.1 Updated amount of units Hector Moreno
3/30/2022 1.2 Corrected cust omer name Hector Moreno
04/27/2022 1.3 Updated redelivery language Hector Moreno
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2 SUMMARY OF SERVICE
This section provides an overview of the Services. This section does not form part of the SOW and is added for information purposes only.
● Project is expected to occur at approximately 1 location in the continental US. ● The duration of the project is expected to be 6 months. ● Services are estimated to affect 275 units.
● Security clearance required is None.
● Security clearance required is None.
● The start date of the redelivery shall be contingent upon completion of the Scheduling Assumptions. ● DT Services will deliver Services for Customer’s sites identified in Appendix B (each, a “Customer Site”).
Redelivery Services:
● Warehouse and Redeliver New Equipment per system
● Warehouse and Redeliver New Equipment – Additional 30 Days 3 ENGAGEMENT DETAILS
In connection with this SOW, DT Services will perform the Services as specifically described herein.
3.1 Scope of Services
DT Services will perform the following Services under this SOW:
3.1.1 Pre-Redelivery Activities
DT Services and Customer will complete the activities listed below before managed redelivery services begin. These activities will validate the assumptions, requirements, procedures, and responsibilities set forth in this SOW. In the event any assumption, requirement, procedure, or responsibility is found to be incorrect, the pricing and/or scope of Services will be modified using the Change Management Process to reflect the actual operating environment.
1) Site Survey and End-User Profiles. Customer will complete a site survey for each Customer Site.
The site survey is used to collect information needed for the redelivery. Customer will complete end- user profile surveys, if applicable.
2) Pilot Test. DT Services will conduct a pilot test to validate the assumptions and test the redelivery procedures prior to the first scheduled redelivery. The pilot will consist of a typical set of Services for a limited number of systems (in each case, as determined by DT Services in its discretion) and validate the following requirements: average installation time, information flow, procedures for each redelivery activity, system environment, timings, and assumptions. 3) Schedules. DT Services and Customer will mutually agree in writing to a redelivery schedule by Customer Site and Schedule Group (collectively, the “Redelivery Schedule”). The Redelivery Schedule will be distributed by Customer to end-users identified in each Schedule Group prior to the scheduled services. Customer will promptly notify DT Services of any conflicts in order to lock the schedule prior to the scheduled installation date. Any modifications or cancellations occurring prior to the scheduled installation date may be subject to additional fees.
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3.1.2 Warehouse and Redeliver New Equipment per system
● Provide warehouse facility for receiving and storing Client Systems & Monitors for 6 months. ● Confirm delivery locations, contacts, and schedule with Customer Project Coordinator ● Sign out of equipment to be delivered.
o Deliver equipment to correct location – deliver inside to storage location, or deskside as applicable.
● Truck with lift gate will be required.
● Secure acceptance documentation.
● Accept/cover risk of loss for systems while in Service Provider’s possession.
Customer Delivery Timings:
● 5-7 business day delivery.
3.1.3 Warehouse and Redeliver New Equipment – Additional 30 Days ● Pricing will be based on an additional 30 day billing cycle on a per system basis. ● Confirm delivery locations, contacts, and schedule with customer Project Coordinator ● Sign out of equipment to be delivered
● Deliver equipment to correct location - deliver inside to storage location, or desk side as applicable ● Secure acceptance documentation
● Accept/cover risk of loss for systems while in Service Provider's possession ● Equipment will be delivered to central area at each building for installation
Customer Delivery Timings:
● 5-7 business day delivery.
3.1.4 Project Management
DT Services will assign a single point of contact (“SPOC”) to manage the delivery of this engagement.
DT Services Project Management Responsibilities.
DT Services and/or its Project Manager will perform the following activities:
● Serve as SPOC for all service delivery issues.
● Manage DT Services tasks and resources associated with the Services and coordinate activities with Customer.
● Conduct meetings to communicate roles, responsibilities, review assumptions, and schedule activities.
● Use standard industry recognized project management tools and methodologies. ● Employ a reporting mechanism to identify project tasks, next steps, and issues. ● Implement changes associated with the Services in compliance with the Change Management Process described in this SOW.
Customer Project Management Responsibilities.
Customer and/or its Project Manager will perform the following activities:
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● Provide reasonable assistance, cooperation, timely decisions and support in connection with the provision of the Services by DT Services.
● Coordinate the scheduling of all Customer-designated resources required for the Services. ● Obtain all consents, approvals, and licenses required by Customer’s suppliers, licensors. and lessors necessary to support or permit the provision of Services under this SOW. ● Assign a site coordinator for each Customer site where Services will be provided.
3.2 Project Timeline
DT Services anticipates the Services will span an estimated period of 6 contiguous business months. The actual schedule will be developed and agreed upon following project initialization. The actual schedule may change as the project progresses. Any changes will be managed in accordance with the Change Management Process described below.
3.3 Services 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 th an those specifically noted in this SOW. 2) The development of any intellectual property creat ed solely and specifically for the Customer under this SOW.
3) Any Dell training or certification services not specifically described in this SOW. 4) Except as set forth herein, DT Services 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.
5) Procurement, shipping, or warehousing of hardwar e, software, or other equipment required for the Services unless otherwise stated in the SOW.
6) Packaging software applications for installation.
7) Providing end user orientation, training, or support. 8) Transporting equipment between buildings or between Customer sites, or moving equipment between floors without the use of elevators.
9) Packing, shipping, or disposing of legacy systems unless otherwise stated in the SOW. 10) Removing viruses (DT Services will promptly not ify Customer Site Coordinator upon discovery of virus).
11) Disaster recovery, including but not limited to : re-imaging, reloading software applications or recovering backup data.
12) Warranty services or remedial hardwar e maintenance or software maintenance. 13) Warranty services for third-party produ cts which are not provided by Dell.
The terms of this SOW do not confer on the Customer any warranties which are in addition to the warranties provided under the terms of the Agreement. The Customer may be able to purchase out of scope services at an additional charge and, upon request by Customer, DT Services will provide a proposal for such out of scope services, pursuant to the Change Management Process described below.
3.4 Assumptions
DT Services has made the following specific assumptions while specifying the Services detailed in this SOW:
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3.4.1 Redelivery Density Allocation Assumptions
Services below are grouped based on Customer requirements. Detailed information on the specific redelivery activities for each one of the following service groups is in Section 3.1 Scope of Service and Section 5 Pricing, herein.
3.4.2 Redelivery Density Allocation Assumptions
Services below are grouped based on Customer requirements. Detailed information on the specific redelivery activities for each one of the following service groups is in Section 3 Engagement Details and Section 5 Pricing of this SOW.
3.4.2.1 Blended Services
Service Group Density Bands Quantity
Warehouse and Redeliver New Equipment per system
1 system/visit NA
2 to 5 systems/visit NA
6 to 9 systems/visit NA
10 to 35 systems/visit NA
36 to 99 systems/visit NA
100+ systems/visit 275
Total Systems 275
3.4.2.2 Timing Assumptions
Redelivery Service Disposition Items Time
Assumption
Warehouse and Redeliver New Equipment per system Per system 275 n/a
3.4.3 Scheduling Assumptions
1) Schedules will maximize the quantity of Services at each Customer Site which are in reasonable proximity within the same building and minimize the number of return visits to each Customer Site. 2) Changes to the mutually agreed schedule for performance of Services or modifications to the Services will only be in accordance with the Change Management Process. 3) Schedule Groups will be formed to allow a consistent daily volume of Services at a Customer Site. 4) Services will be scheduled to ta ke place over consecutive days at a Customer Site to ensure maximum efficiency of resources.
5) Customer will meet the following scheduling milestones:
Scheduling Milestones Business
Days Execution
Pilot Test Performed 15 Following Effective Date of the SOW or as mutually agreed
Installation Instructions finalized 15 Prior to the date of the first scheduled redelivery
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Scheduling Milestones Business
Days Execution
Site Surveys complete 15 Prior to scheduled redelivery
Site ready to receive Services 10 Prior to scheduled redelivery Schedule Groups finalized, Schedule locked 15 Prior to scheduled redelivery End-user profiles completed 10 Prior to scheduled redelivery Customer to provide all logon IDs, passwords, domain
specifications and personal settings for each end-user 5 Prior to scheduled redelivery
3.4.4 IT Environment & Technical Assumptions
1) Desktop/laptop operati ng system, Windows 7, Windows 8 or Windows 10. 2) Standard Ethernet 100MB T base sw itched subnets, and 5-10 MB/sec throughput at the desktop is available for login, data transfer, application loads, and imaging. 3) Customer provides a single point of contact for resolution of any technical issues which may arise with regard to the network, devices, and any software application. 4) Network infrastructure is stable and consistent across all Customer Sites. 5) Standard implementation of dynamic host config uration protocol (DHCP) addresses is utilized. 6) DT Services is not responsible for applicati on malfunctions or conflicts between Customer applications.
7) Customer ensures all software applications are ce rtified, operational, and compatible with the new Client System configuration and operating systems.
8) If required, Customer provides all VPN hardware and/or software required for joining machines to Customer’s domain including, but not limited to, two (2) Ethernet interfaces (DHCP and class C addresses required).
3.4.5 General Assumptions
1) DT Services will dispose of redelivery related trash to onsite Customer-provided disposal area within same building at Customer Site, unless stated otherwise in this SOW. 2) Customer does not require re sources to have any United States Federal DoD Security Clearances (Secret, Top Secret, Top Secret / SCI, Top Secret / SCI with Polygraph, etc.). 3) Systems weighing more than 50 pounds require an additional resource to assist with handling the system, which may require additional charges.
4) Customer is advised and agrees that modification s Customer makes, or changes DT Services, its subcontractors or any third-party makes on Customer’s behalf, to an Energy Star compliant product may affect whether the product continues to qualify as Energy Star compliant.
3.4.5.2 Warehouse and Redeliver New Equipment per system Assumptions ● Additional charges apply per unit for any portion of 30 days and for each 30 days. ● Logistics reporting will be on a piece count basis.
● Boxes will be clearly labeled with appropriate customer delivery address. ● Order consolidation is not part of this service.
3.5 Customer Responsibilities
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Customer will provide reasonable and timely cooperation to DT Services in its performance of the Services.
If the Customer fails to fulfill one or more of the following responsibilities, DT Services will be relieved of any schedule, milestone, or financial commitments associ ated with the Services. Customer agrees to the following responsibilities:
1) Promptly notifying DT Services in writing of: a) any changes Customer makes to its information technology environment that may impact DT Services’ delivery of the Services; or b) business, organizational, security and technical issues that may have an impact on the performance and delivery of the Services. The Change Management Process will control any changes to the SOW following the notice.
2) Provide DT Services with any required consents necessary to perform the Services. 3) Maintain a current version of an anti-virus appl ication continuously running on any system to which DT Services is given access and will scan all Deliverables and the media on which they are delivered. Customer will take reasonable back-up measures and, in particular, will provide for a daily back-up process and back-up the relevant data, software and programs before DT Services performs any work on Customer’s production systems.
4) Developing or providing documentation, materials and assistance to DT Services. 5) Unless this SOW spec ifically requires DT Services to provide a software license, Customer is responsible for any and all software licensing requirements. Unless otherwise directed by Customer in writing during the installation process, DT Services will “accept” on Customer’s behalf any and all electronic agreements provided with the installed hardware and/or software, including without limitation licenses, terms of sale, and other terms and conditions. Customer agrees that its purchase, license, and/or use of any hardware or software installed by DT Services under this SOW shall be subject to and governed by such electronic agreements to the same degree as if Customer had itself accepted the electronic agreements.
6) Ensuring the DT Services personnel have: reasonable and timely access to the project site, software, hardware, and internet access; a safe working environment; an adequate office space; parking; and remote access as required. Facilities and power must meet DT Services’ requirements for the products and Services purchased.
7) Prior to the start of this SOW, indicating to DT Services in writing a person to be the single point of contact to ensure that all tasks can be completed within the specified time period (the “Customer Contact”). All Services communications will be addressed to the Customer Contact. 8) Customer Contact will ha ve the authority to act for Customer in all aspects of the Services including bringing issues to the attention of the appropriate persons within Customer’s organization and resolving conflicting requirements. Customer Contact will ensure attendance by key Customer personnel at Customer meetings and Deliverable presentations. Customer Contact will ensure that any communication between Customer and DT Services are made through the SPOC. 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. 9) Providing technical points-of-contact, who have a working knowledge of the information technology components to be considered during the Services and have the authority to make business decisions (“Technical Contacts”). DT Services may request that meetings be scheduled with Technical Contacts.
10) Making appropriate service outage windows available for DT Services as needed. 11) The physical and network security of Customer environment. 12) Providing all documentation on DT Services standard templates unless both parties agree otherwise.
13) Ensure Customer’s Site coordinator is on-site and available at the redelivery site. 14) Prepare Customer Sites and end-user locations to receive Services (e.g., installing cables, network jacks, and power outlets and ensuring connectivity).
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15) Procure all hardware components and software licen ses in advance of redelivery activities to meet the Redelivery Schedule.
16) Ensure all systems and related equipment are easily accessible by DT Services without the need to move furniture, and provide keys to any cable locks as needed to remove or secure systems during de-installation and/or installation and disable any BIOS passwords currently configured on Legacy Systems prior to a service call for installation.
17) Receive hardware at Customer’s receiv ing dock or provide access, as applicable. 18) Provide carts for transporting hardware within redelivery site. 19) Advise DT Services prior to locking schedule of any unique site entry requirements. 20) Provide DT Services with the physical location of each end-user desk where the Services are to be performed as well as location of printers to be mapped per system, if applicable. 21) Provide DT Services with local administration rights necessary to perform the Services and ensure the domain login is enabled.
22) Provide all logon IDs, passwords, domain spec ifications, and personal settings necessary to perform the Services for each end-user prior to scheduled redelivery. 23) Provide DT Services with a complete list of all approved peripherals to be installed on the new Client System, and supply all applicable drivers at the Customer Site. 24) In the event DT Services encounters problems loading Customer-provided software, Customer will contact the proper help resources for that application to complete the installation. 25) Perform quality assurance after login is comple te, including access to Active Directory profile to allow end users to access specific software applications and load personalities. 26) Provide adequate storage area for de-installed Legacy Systems and a common area for debris at each Customer Site (to be located within the building where the redelivery occurs). 27) Provide post-installation support and troubles hooting assistance as needed to address software application performance, software application and operating system conflicts, software application version issues or co-existence issues.
28) At the conclusion of the Services, change all system and network access credentials to prevent further DT Services access to systems and networks.
3.6 Service Hours
DT Services will perform the Services during normal business hours typically 08:00 AM to 5:00 PM, Monday through Friday, Customer local time and will include travel time to and from the Customer location and excludes local holidays, unless other arrangements have been made in writing between DT Services and Customer.
4 COMPLETION AND ACCEPTANCE
Upon completion of a Deliverable, DT Services will submit the Deliverable to Customer accompanied by an acceptance form provided by DT Services. The completion and acceptance process for this engagement consists of the following:
● Customer will review each Deliverable within seven (7) calendar days (the “Acceptance Period”) to determine whether or not each Deliverable satisfies the acceptance criteria in all material respects. ● If the Deliverable satisfies its acceptance criteria in all material respects, Customer will furnish a written acceptance confirmation to DT Services via the acceptance form prior to the end of the Acceptance Period.
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● For a Deliverable that is not accepted due to a non-conformity or defect, Customer will indicate the detailed reasons for such rejection on the acceptance form and return the acceptance form together with the associated rejected Deliverable to DT Services (a “Rejection Notice”) within the Acceptance Period.
― Upon receipt of a Rejection Notice, DT Services will promptly correct any defects or non- conformities to the extent required so that each Deliverable satisfies the requirements of this SOW and its acceptance criteria in all material respects. ― Thereafter, DT Services will resubmit a modified Deliverable to Customer, accompanied by the acceptance form and the process set forth above will be repeated. However, Customer will limit its review of each resubmitted Deliverable to determining whether or not DT Services has corrected the defects or non-conformities identified in the Rejection Notice. ― If Customer fails to provide DT Services with the above described Rejection Notice prior to the end of the applicable Acceptance Period, then the corresponding Deliverable is deemed accepted.
― If Customer provides a Rejection Notice after the first resubmission of the Deliverable, DT Services may terminate this SOW.
5 PRICING
This section describes the methodology for calculating the charges for the Services provided under this SOW. Customer hereby agrees to pay such charges in accordance with the invoicing and payment terms of the Agreement and as further supplemented within this SOW. Charges shall be as follows:
The per-unit price for the Services to be performed by DT Services and applicable cancellation and rescheduling fees for the Services are listed below (see "Pricing Structure" in definitions provided in Appendix <C>).
DT Services will invoice Customer upon Customer signature of the SOW the following one-time charge based on the actual number of assets (“Units”) as recorded in the system of record, multiplied by the per Unit cost set forth in the table below.
Description of the Service(s) Units Per Unit Cost
Warehouse (6 months) and Redeliver New Equipment per system 275 $50.96 Warehouse and Redeliver New Equipment – Additional 30 Days TBD $3.06
5.1 Estimate Revisions
Should DT Services’ price estimate change because of a deviation in any assumption, engagement dependency, scope specification, or other provision of this SOW for which a change order as described in the Change Management Process section of this SOW does not already apply, DT Services will notify Customer and discuss any next steps. This may necessitate invoking the Change Management Process.
5.2 Expenses
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Expenses are included in the charges under this SOW. Unless the scope or the list of supported sites change, pursuant to the Change Management Process, DT Services 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 expenses.
5.3 Additional Pricing Terms
1) The terms of this SOW shall be valid for thirty (30) calendar days following submission of the final version of this SOW to Customer. In the event this SOW is executed by Customer and returned to DT Services after such thirty (30) day period, DT Services may: (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 Services is based on Customer ’s environment as disclosed to DT Services and on the basis that the information supplied is accurate and complete. If the assumptions and parameters used to develop the SOW are found to be incorrect or have changed, the Customer will notify DT Services in writing within five (5) business days. The parties agree to pursue resolution through the Change Management Process. If the parties fail to reach an agreement with respect to such incorrect assumptions or parameters, DT Services may terminate this SOW with notice to Customer.
3) Any timescales or plans presented in this docu ment assume that Customer provides any required information and fulfils its other obligations as described in this SOW in a timely manner. If Customer fails to meet its obligations as set forth in this SOW, DT Services may adjust the timeline or costs with notice to Customer to address such delays or failure to meet obligations. 4) If any of the volumetric assumptions used in th is SOW, including, time on task, locations, service consumption, and/or configuration factors, relied upon by DT Services vary by +/- five (5%) percent, DT Services has the right to adjust the pricing to reflect such changes. 5) All prices are in US Dollars (USD) and are exclusive of all applicable taxes. 6) Both parties will mutually agr ee upon a service commencement date. If Customer requires changes to the service commencement date with less than ten (10) business days’ notice to DT Services, additional charges may apply.
7) In the event the Term of this SOW extends beyond one (1) year, DT Services reserves the right to revisit the pricing on each anniversary of the Effective Date. Any changes to the pricing will be managed in accordance with the Change Management Process. 8) Schedule delays outside of DT Service’s control, shall be billed at the current time and material rates plus travel and living expenses as described above. Any additional costs incurred by Customer as a result of delays shall be the sole responsibility of the Customer. 9) Price excludes travel incurred due to schedules that cause excessive travel between Customer sites.
10) Price includes travel expenses within fifty (50) miles of a major metropolitan area as defined by DT Services.
11) Per the Time and Material Pricing Table in Appendix C, rates will be invoiced to and will be paid by Customer, for the following:
a) Customer delays exceeding fi fteen (15) minutes beyond the scheduled time for the Services to be performed; such charges will be invoiced in thirty (30) minute increments. b) Services requested when the technician is not currently onsite are charged based on a 2- hour minimum per incident.
c) Out-of-scope services (see Secti on 3.3 Out of Scope Services herein). d) Services performed outside the defined Service Hours.
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e) Services designated as Time & Materials.
12) Cancellation or Rescheduling of any scheduled redelivery after the schedule has been locked may be subject to additional fees plus any actual and reasonable travel expenses incurred. See Definitions “Cancellation” and “Reschedule” for fee schedule. 13) Prices exclude costs for procurement of any hardware or software. 14) Payment for any hardware ordered from Dell is due in accordance with Dell’s standard terms for such purposes (unless the parties have entered into a separate agreement regarding acquisition of the hardware, in which case payment for the hardware would be due in accordance with such separate agreement) and shall in no case be contingent upon performance or delivery of the Services and/or installation described in this SOW.
15) For clarity, any hardware failu res that are discovered in connection with Dell’s delivery of the Services will be resolved via the Customer’s existing warranty for such failed hardware. In the event warranties for failed hardware are expired or otherwise not effective, DT Services will provide reasonable support to Customer to facilitate resolution of the failed hardware so that Services hereunder may be completed. In no event will DT Services assume financial responsibility for Customer’s failed hardware where such failure is not the direct result of DT Services’ actions as indicated by root cause analysis.
6 CHANGE MANAGEMENT PROCESS
To ensure the success of this engagement, it is critical that Customer and DT Services have a clear understanding of engagement expectations. The parties will utilize the approach outlined below (the “Change Management Process”) for managing changes to the SOW. Customer or DT Services may propose changes to the Services under this SOW, including Deliverables, scope or any other aspect of the engagement. The Change Management Process for this engagement consists of the following:
● Change Initiation – All proposed changes will be forwarded to, or originated by, the SPOC and documented. A copy of the proposed change request will be forwarded to the Customer Contact.
Change requests will be documented using the Change Request Form found in Appendix A. ● Change Validation – DT Services will examine the proposed change and may discuss the change request with the Customer Contact to clarify the details of the request. ● Change Analysis and Impact Analysis – DT Services will analyze the change request and make modifications to the Change Request Form as necessary.
● Change Implementation – If the change request is approved, the change will be noted as “Approved” and will be incorporated into the SOW and managed for progress. If the change is not approved, the change will be noted as “Rejected” and DT Services will continue to perform without regard to the proposed change to the extent practically possible.
The receiving party will review the proposed Change Request Form and will: (i) approve it, (ii) agree to further investigation, or (iii) reject it. Neither Customer nor DT Services will unreasonably withhold or delay its agreement to any proposed change. Investigation must be performed within seven (7) calendar days. Changes agreed upon pursuant to the Change Management Process will not be effective until mutually executed by a duly authorized representative of both parties then, if required, a subsequent
contract modification will be executed by both parties, prior to Services being performed. In addition, DT Services shall be relieved of any performance, schedule, milestone, or financial commitments associated with Services affected by Customer’s non-compliance with Customer responsibilities or other obligations under this SOW or in the event of any deviation from any assumption, constraint, dependency or engagement scope specification contained in this SOW until an appropriate written change order or other amendment to this SOW addressing the foregoing is approved and signed by the Customer and DT Services.
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7 OTHER PROVISIONS
The Services, including any Deliverables, are subject to the following:
1) DT Services may use affiliates and subcontractors to perform the Services. 2) DT Services may perform all or part of the Serv ices off-site at a DT Services location or other location.
3) The Services may be performed outside the coun try in which Customer and/or DT Services is located. From time to time, DT Services may change the location where Services are performed and/or the party performing the Services; provided however, DT Services shall remain responsible to Customer for the delivery of Services.
4) Customer acknow ledges that DT Services will request Customer’s participation in a Customer feedback survey. Additionally, DT Services may approach Customer to serve as reference regarding DT Services’ performance of the Services. If Customer agrees to be a reference, Customer and DT Services will agree in writing to the terms of such reference. A reference program has been developed to facilitate confidential conversations between DT Services’ customers and potential customers.
a) Customers are invited to join the program at the conclusion of their project for a period of one year.
b) DT Services will only share Customer contact information to a potential customer who is interested in contacting Customer for a discussion on Customer’s previous experiences. c) We limit usage of Customer reference to no more than once per month. d) We will not publish Customer name, organization, or any Customer identifiable details based on participation in this program.
5) DT Services shall not be responsible for any delay or failure to provide the Services to the extent caused by: (a) failures by Customer to perform its responsibilities under this SOW; (b) materially inaccurate assumptions; (c) a defect, deficiency or failure with respect to Customer’s network, systems, software, data or other equipment; or (d) modifications to Customer’s network, systems, or other equipment made by a party other than DT Services 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. Notwithstanding such occurrence, DT Services may, following discussion with Customer regarding the impact of such incident, continue to provide the Services and shall use commercially reasonable efforts to perform the Services under this SOW. Customer will reimburse DT Services for its reasonable additional costs of providing the Services and out of pocket expenses for such efforts to the extent attributable to the items defined above. 6) Customer, not DT Services, is responsible for the performance of Customer’s employees and agents, including any contribution, alteration, or other modification they make to the Services, including Deliverables, and for the accuracy and completeness of all data, information, and materials provided to DT Services. DT Services is not providing any warranty regarding, and is not liable for, Customer hardware, software, documentation, tools, equipment, or other products, assets, materials, or services. DT Services’ performance is dependent upon timely decisions and approvals of Customer in connection with the Services, and DT Services is entitled to rely on all decisions and approvals of Customer.
7) The Services and resulting Deliverables may include advice and recommendations, but Customer agrees that all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by, Customer. DT Services is not providing legal or regulatory advice.
8) Unless this SOW spec ifically requires otherwise, DT Services is not providing any third party hardware, software, documentation, tools, equipment, or other products, materials or services, including, without limitation, Dell Technologies Select Products and Brokerage Products CITY OF FULLERTON 27 April 2022
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(collectively, “Third Party Products”) to Customer. Customer is solely responsible for the negotiation of an applicable agreement with the applicable third party from whom Customer wishes to license or acquire Third Party Products, the terms of which, including without limitation, the license, warranty, indemnity, maintenance, and support terms, shall govern such license or acquisition. DT Services is not providing any warranty regarding, and is not liable for, any Third Party Products. Third Party Products are not supported or maintained by DT Services and Customer must contact the applicable third party manufacturer or supplier directly for support and maintenance services. Any configuration or modification made by DT Services to any Third Party Products provided by Customer or work product incorporating such items will be subject to the ownership and other rights agreed to by Customer with the applicable third party. 9) DT Services will not be responsi ble for non-performance due to software failure or software errors including any software failures or functionality limitations of Third Party Products. 10) DT Services may rely upon any standard operat ing procedures or practices of Customer and any direction, regulatory guidance, or other guidance provided by Customer. 11) Customer is responsible for the identification and interpretation of, and ensuring compliance with, any laws, statutes, rules, regulations, and standards applicable to it or its affiliates’ business or operations.
12) No Dell Technologies product is or can be licensed or purchased under this document. Any purchase or licensing of Dell Technologies products is governed by the terms of a separate license or purchase agreement between the parties. DT Services’ fees set forth herein do not include the cost of the purchase or licensing of any Dell Technologies product. 13) The parties agree that scope of this SOW may be reassessed, if deemed necessary by either party, on each anniversary of the effective date of this agreement. 14) The functional overview, if applicable, demonstrates basic functionality to familiarize Customer with the implemented in-scope products, demonstrating the product operations as installed in Customer’s environment. Knowledge transfer, if applicable, demonstrates best practices to address Customer’s skills and resource gaps to ensure successful implementation of Customer's new technologies. Functional overviews and knowledge transfers are not a substitute for formal Dell Technologies product Customer education.
15) A non-deployable system is a Dell-branded system that has failed or is non-functioning at time of install (“NDS”). In the event any Dell-branded equipment covered by this SOW is deemed to be a NDS at the time of installation, Dell will notify Customer that the equipment is NDS, and if the equipment is under warranty, then Customer is responsible for requesting warranty service per the terms of the warranty associated with the NDS equipment identified.
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8 SIGNATURES
Please review this SOW for accuracy. If the terms are acceptable, please sign and return to DT Services via email at [email protected]. This SOW may be executed in any number of counterpart copies, each of which will be deemed an original, but which taken together will constitute a single instrument. The parties agree to cooperate in good faith to provide each other with a fully executed original of this SOW within five (5) calendar days of any counterpart execution. This SOW together with the Agreement (i) is the complete and exclusive agreement between DT Services and Customer with regard to its subject matter, and supersedes all prior oral or written proposals, agreements, representations and other communications between the parties with respect to the Services described in this SOW; and (ii) will apply in lieu of any different, conflicting or additional terms and conditions which may appear on any order or other document submitted by either party.
IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly authorized representatives as of the Effective Date.
CITY OF FULLERTON
Signature: ...........................................................
Printed Name: .....................................................
Title: ....................................................................
Date: ...................................................................
Dell Marketing L.P.
Signature: ...........................................................
Printed Name: .....................................................
Title: ....................................................................
Date: ...................................................................
Please note that for administrative purposes only, Services may not be scheduled or commenced until DT Services receives and accepts a valid purchase order (“PO”) from Customer that references this SOW.
Upon receipt of this fully executed SOW and Customer’s PO, the SPOC will contact Customer to begin scheduling Services.
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Appendix A: Change Request Form
Either party may request a permitted change in the Scope of Services by completing the Change Order Form in DT Services format provided by the SPOC.
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Appendix B: Supported Sites
The Services will be provided for the following supported sites during the term of this SOW. Additional supported sites may be included as mutually agreed between the parties using the Change Management Process.
Supported Site Address City State Zip Qty
City of Fullerton 303 W. Commonwealth Avenue Fullerton CA 92832 275
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Appendix C: Definitions
Average Installation Time
The Average Installation Time is calculated based on the aggregate quantity of new Client Systems installed per Customer per quarter. Installation times, including quantities of peripherals, will be evaluated on a monthly basis by the Dell PMO.
Cancellation
Site Cancellation: A site cancellation occurs when Customer cancels the Services for the site after the schedule has been locked and Customer either does not set a new date or the new date is scheduled beyond thirty (30) days of the original locked redelivery schedule (see “Reschedule”).
Site Cancellation Fee Scenarios:
For cancellations with six (6) or more business days’ notice, and where the site has ten (10) or more users, Customer will be assessed an administrative fee equal to ten (10) percent of the scheduled redelivery price for the site.
For cancellations with five (5) or less business days’ notice, or where the site has less than ten (10) users, Customer will be assessed the full price for the scheduled redelivery at the time the schedule was originally locked.
User Cancellation: A user cancellation occurs when Customer cancels the Services for the user after the schedule has been locked and Customer either does not set a new date or the new date is scheduled beyond thirty (30) days of the original locked redelivery schedule.
User Cancellation Fee Scenario:
Customer will be assessed the full price of the scheduled redelivery for each user within the contiguous delivery of Services.
Any new scheduled date for a user that is outside the contiguous delivery of Services will be in accordance with the Change Management Process.
Change Order
A written and signed request by either party requesting change to the set of services or deadlines provided under this SOW. All Change Orders must be executed by both parties in accordance with the Change Management Process described in this SOW.
Clearances
Secret: Dell will provide on-site technical resources with a Secret clearance as defined in the Government-provided "DD Form 254".
Top Secret: Dell will provide on-site technical resources with a Top Secret clearance as defined in the Government-provided "DD Form 254".
Top Secret-SCI (Sensitive Compartmented Information): Dell will provide on-site technical resources with a Top Secret-SCI clearance as defined in the Government- provided "DD Form 254".
NOTE: This level of warranty support is based on the systems being located in areas accessible by non-cleared Dell service personnel. In the event that the systems are relocated and reside in a secure area when onsite service is required, Dell will work with Customer to develop a suitable plan for support.
Upon award of a Secret, Top Secret, or Top Secret-SCI contract, Dell's FSO (Facility Security Officer) must receive the Government-issued "CONTRACT SECURITY CLASSIFICATION SPECIFICATION" or most commonly called "DD Form 254" before service can begin. Dell's FSO will manage the "DD Form 254" for validation and processing.
Client Systems Desktop: CPU and monitor; Laptop: which may include a docking station.
Legacy System The computer system installed at Customer's site which is to be upgraded or de- installed, removed and replaced with a Dell computer system during a site installation CITY OF FULLERTON 27 April 2022
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event. Server or workstation class computer systems and external peripherals are not Legacy Systems.
Pricing Structure
Blended Pricing is based on the estimated units to be deployed per site per visit provided by Customer prior to the redelivery. Variances in the estimated units to be deployed in excess of (+/-) five (5) percent of the actual units deployed per site per visit will be subject to Tiered Pricing.
Tiered Pricing is based on actual units deployed per site per visit.
Reschedule
Site Reschedule: A site reschedule occurs when Customer reschedules the Services to be performed within thirty (30) days of the original locked redelivery schedule (see “Cancellation”).
Site Reschedule Fee Scenarios:
For reschedules with six (6) or more business days’ notice, and where the site has ten (10) or more users, Customer will be assessed an administrative fee equal to ten (10) percent of the scheduled redelivery price for the site.
For reschedules with five (5) or less business days’ notice, or where the site has less than ten (10) users, Customer will be assessed the full price for the scheduled redelivery at the time the schedule was originally locked.
User Reschedule: A user reschedule occurs when Customer reschedules the Services to be performed within thirty (30) days of the original locked redelivery schedule.
User Reschedule Fee Scenarios:
Providing Dell can perform Service within the contiguous delivery of Services, Customer will be assessed the full amount of the scheduled redelivery for each user.
Users rescheduled outside the contiguous delivery of Services will be in accordance with the Change Management Process.
Schedule Group A group of redelivery events that are scheduled to occur on a specific date at a specific time at a specific location.
Services The complete set of services to be performed by Dell described in this Statement of Work “SOW.”
Time & Materials Pricing Table
Time & Materials Concept Disposition Cost
Time & Materials Rates - (During Service Hours - Per Hour) N/A N/A Time & Materials Rates - (Outside Service Hours - Per Hour) N/A N/A Project Management Office (Extension Fee for Services Beyond Term - Per Week) N/A N/A
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Appendix D: Major Metropolitan Areas
The Services will be provided for the following supported sites during the term of this SOW. Additional supported sites may be included as mutually agreed using the Change Management process as defined in section 6.
City State City State City State
Birmingham AL Kansas City KA Rochester NY
Montgomery AL Wichita KS Syracuse NY
Fayetteville AR Erlanger KY Brecksville OH
Little Rock AR Louisville KY Cincinnati OH
Phoenix AZ Lake Charles LA Cleveland OH
Tempe AZ Metairie LA Columbus OH
Tucson AZ New Orleans LA Oklahoma City OK
Bakersfield CA Shreveport LA Tulsa OK
Fresno CA Sulpher LA Eugene OR
Grover Beach CA Boston MA Portland OR
Los Angeles CA Malden MA Camp Hill PA
Sacramento CA Westboro MA Coraopolis PA
San Diego CA Portland ME Harrisburg PA
San Francisco CA Detroit MI Philadelphia PA
San Jose CA Grand Rapids MI Pittsburgh PA
San Luis Obispo CA Livonia MI Sharon Hill PA
W Sacramento CA Arden Hills MN Charleston SC
Denver CO Duluth MN Columbia SC
Hartford CT Minneapolis/St. Paul MN No. Charleston SC
Shelton CT Columbia MO Knoxville TN
Washington DC Fenton MO Memphis TN
Ft. Lauderdale FL Jefferson City MO Nashville TN
Jacksonville FL Kansas City MO Austin TX
Miami FL St. Louis MO Corpus Christi TX
Orlando FL Jackson MS Dallas TX
Pensacola FL Pearl MS El Paso TX
Tallahassee FL Billings MT Houston TX
Tampa FL Charlotte NC Lubbock TX
Atlanta GA Durham NC San Antonio TX
Forest Park GA Raleigh NC Salt Lake City UT
Cedar Rapids IA Wilmington NC Herndon VA
Des Moines IA Bismarck ND Richmond VA
Boise ID Omaha NE Roanoke VA
Chicago IL Newark NJ Seattle WA
Elk Grove Village IL Albuquerque NM Spokane WA
Peoria IL Las Vegas NV Tukwila WA
Evansville IN Reno NV Madison WI
Ft. Wayne IN Albany NY Charleston WV
Indianapolis IN New York NY Nitro WV
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Appendix E ─ Equipment to be Deployed
The Services will be provided for the following DT Services systems during the term of this PSOW. Additional systems may be included as mutually agreed using the Change Management Process
Model Hardware and Accessories Description Site QTY
Precision 3450 SFF Dell Small Form Factor Workstation 1 275 24” Dell 24 Video Conferencing Monitor 1 275