Statement of Work aruba
a Hewlett Packard
Enterprise company
CITY OF SANTA ANA -
ARUBA DEVICE DEPLOYMENT AND INTEGRATION TIME
AND MATERIALS PROJECT
HPE'S ARUBA HIGH TOUCH SERVICES
Prepared by: Andrew Clelland
Version: 1.4
Date: November 6, 2023
OPE: OPE-0014039393
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
Important Notice
This Statement of Work is proprietary to HPE and contains HPE Confidential Information. It may not be disclosed in whole or in part without the express written authorization of HPE. No portion of this Statement of Work may be duplicated or used for any © Copyright 2023 Hewlett Packard Enterprise Development Company, L.P.
HPE Confidential-subject to use restriction. Tav1 6 0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
Document Revision History
Date Revision Author Change Summary
05/23/2023 VO.1 Andrew Clelland Original
06/05/2023 VO.2 Andrew Clelland Changed SoW from Fixed Price to Time and Materials
06/26/2023 VO.3 Andrew Clelland Changed SKU Qty
09/06/2023 VO.4 Andrew Clelland Removed Draft watermark and adjusted dates.
10/12/2023 V0.5 Andrew Clelland Added language per Customer's request
10/26/2023 V1.0 Andrew Clelland Adjusted language per HPE legal and Customer's direction.
11/02/2023 v1.1 Andrew Clelland Adjusted section 6.1 per customer's direction.
11/06/2023 V1.2 Andrew Clelland Adjusted language in section 6.1 and section 7
11/06/2023 v1.3-1.4 Andrew Clelland Adjusted language in section 6.1 HPE Confidential--subiect to use restriction. T=v1 6 0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
Table of Contents
1. SOW Overview 5
1.1. Statement of Work Terms 5
1.2. Engagement Model 5
2. Scope of Work
2.1. Phase I - Planning 7
2.1.1. Entrance Criteria
2.1.2. Activities
2.1.3. Customer Responsibilities
2.2. Phase I! - Design
2.2.1. Entrance Criteria
2.2.2. Activities
2.3. Phase III - Pilot
2.3.1. Entrance Criteria
2.4. Knowledge Transfer
2.4.1. Customer Knowledge Transfer
Project Management Activity
2.5.1. Aruba Project Management Support Functions
2.5.2. Customer Project Management Support Functions
3. Change Management Process
4. Issue Resolution and Escalation Process 12
5. Responsibilities, Limitations, and Assumptions 13
5.1. Customer Responsibilities 13
5.2. Limitations and Assumptions 14
6. Pricing and Ordering 15
6.1. Price 15
6.2. Order Information 15
6.3. Addresses 16
7. Delivery Schedule 17
8. Signatures 18
Exhibit A - HPE Customer Terms -Professional Services 20 HPE Confidential-subject to use restriction. T=v1 6 0)
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
1. SOW Overview
This Statement of Work ("SOW") is effective as of the last date of signature ("Effective Date") between Hewlett Packard Enterprise Company ("HPE" or "Aruba") and City of Santa Ana ("Customer") and identifies the consulting services ("Services") Aruba will perform for the Customer.
Customer has requested assistance from Aruba to upgrade its wireless network infrastructure by integrating a new Aruba-based wireless network with the existing mobility controller and network access control system. This project's primary purpose is to enhance wireless connectivity, security, and overall user experience for city employees, contractors, and guests, demonstrating the City's commitment to leveraging cutting-edge technology to support its operations.
Through a series of carefully planned stages, the project team will assess the current network topology, review the High-Level Logical Design (HLD) provided by the City, and develop a comprehensive design and implementation plan. This plan will incorporate the coexistence of the new Aruba devices with the existing wireless deployment and ClearPass deployment. Key focus areas include defining functional requirements, developing configurations for ClearPass policies, Mobility Controllers, and switches, and determining installation parameters for Aruba devices.
Upon finalizing the design and receiving approval from the City of Santa Ana, a limited deployment will be implemented, including the installation and configuration templates of Aruba access switches, wireless access points, and ClearPass policies. Local resources will provide onsite implementation services, ensuring seamless integration with the existing infrastructure.
The successful completion of this project will result in the City of Santa Ana's resources to finalize a robust, secure, and reliable wireless network deployment throughout the city. The improved infrastructure will facilitate more efficient communication and collaboration among city departments, streamline the onboarding process for new devices, and offer a better user experience for both city employees and visitors. Ultimately, the new Aruba-based wireless network will position the City of Santa Ana as a forward-thinking, technologically advanced municipality, ready to embrace the opportunities and challenges of the digital age.
1.1. Statement of Work Terms
This SOW is governed by Exhibit A, HPE Customer Terms - Professional Services ("Agreement").
1.2. Engagement Model
This is a Time and Materials (T&M)-based SOW and Aruba will endeavor to complete the objectives defined in this SOW within the allotted amount of labor defined in the SOW. However, in a T&M-based SOW, Aruba consultants will take task direction from the Customer. There are no deliverables and outcomes are not guaranteed
For services that are being delivered remotely, resources will be scheduled and accrued at a minimum of eight (8) hour increments. For services that are being delivered remotely, cancelations must be made HPE Confidential-subject to use restriction: T=v1 5 0 5 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
no less than one (1) business day in advance of the scheduled start time. Cancelations of less than one (1) business day will result in a charge of eight (8) hours per occurrence.
If the objective of the SOW is not completed before the labor included in the SOW is consumed, the Customer will be required to purchase additional labor before any additional work is performed Additional work will not be performed without written agreement by both parties. Customer is encouraged to purchase additional hours before the labor is fully consumed in order to avoid work stoppage which may result in delays.
Aruba consultants) will perform the Services as follows, unless otherwise agreed upon in writing by both parties:
• Services will be performed between the hours of 8:00 a.m. and 5:00 p.m. local time, Monday through Friday, ("Standard Workday"), according to the Delivery Location listed in Section 6.4 of this SOW, excluding U.S. national and locally observed holidays (HPE or Customer), and will not exceed 40 hours per resource per week.
• Services will be delivered in contiguous business weeks and must be requested at least three (3) working weeks in advance.
• Services may be performed onsite or remotely.
• Work on weekends or after business hours are excluded from this engagement. Subject to consultant availability, weekends, holiday hours or hours outside the Standard Workday may be available at an additional charge through an approved change order.
The project will be deemed accepted, approved, and will close ten (10) business days following the expiration of all US, or after all UOS included in the SOW have been exhausted, whichever comes first.
HPE Confidential -subject to use restriction. Tav1 6 0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
2. Scope of Work
Aruba is committed to delivering a comprehensive solution for the City of Santa Ana, encompassing the installation and meticulous configuration of a cutting-edge, Aruba-centric wireless network. This advanced network is designed to integrate seamlessly with the existing mobility controller and network access control system, significantly enhancing the City's connectivity and fortifying its security profile.
In pursuit of optimal outcomes, we will leverage local expertise for most of the project, except for the design and planning phases. These critical stages will be executed remotely by Aruba's team of seasoned professionals, ensuring access to the highest level of industry expertise.
The project initiation involves a rigorous evaluation of the City's current infrastructure. This analysis will serve as the foundation for the creation of tailored design and configuration templates. These will be uniquely designed to align with the City's specific needs and requirements while considering the existing systems and future growth potential. This process will be collaborative, with Aruba working closely with the City's IT team to ensure alignment with their strategic objectives.
Upon the City's approval of the design and configuration templates, we will proceed to the implementation phase. Our skilled local resources will undertake the installation and configuration of the new Aruba-based wireless network, with a keen focus on minimizing disruption to the City's daily operations.
This project is a Time and Materials project for 15 days that could traverse multiple stages, including planning, design, installation, testing, and finalization. Each stage is designed to ensure meticulous execution, culminating in the delivery of a robust, secure, and efficient wireless network that not only meets the City's current needs but also provides a solid foundation for future technological advancements and scalability.
The following represents what is planned, during the 15 days, time permitting:
2.1. Phase I - Planning
This phase is required to ensure all physical and logical aspects of the solution are discussed and documented. This will also allow each party to ensure their areas of responsibility are fulfilled prior to the installation. Aruba HTS will develop a Project plan, a requirements document, and a High-Level Design ("HLD") document that will encompass a plan for deploying Aruba wireless, ClearPass and Aruba switches into the existing infrastructure.
2.1.1. Entrance Criteria
2.1.1.1. Signed Statement of Work
2.1.1.2. Purchase order for services received and booked by HPE.
2.1.2. Activities
Aruba will:
HPE Confidential--subject to use restriction. T=v1 6.0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
2.1.2.1. Develop a high-level project plan with all stakeholders to ensure timelines are understood by all parties. This plan is limited to defining major work efforts and a general timeline of how these efforts line up with each other.
2.1.2.2. Collaboratively develop a Requirements Document • Define functional requirements for
• Aruba Controllers
• APs/lAPs
• Aruba switches
• User Roles
IP Addresses
• Hostnames
2.1.2.3. Develop a High-Level Design (HLD) document.
2.1.2.4. Collaboratively work with all stakeholders to develop a training strategy.
2.1.3. Customer Responsibilities
Customer will:
2.1.3.1. Provide an adequate work environment to allow Aruba consultants the ability to perform the activities identified above.
2.2. Phase I| - Design
2.2.1. Entrance Criteria
2.2.1.1. Completed Requirements Document
2.2.1.2. Completed High-Level Design Document
2.2.2. Activities
Aruba will:
2.2.2.1. Develop a Low-Level Design (LLD) document using the standard Aruba LLD template.
HPE Confidential-subiect to use restriction. T=v1 6 0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
2.2.2.2. Develop, apply, and test configurations for the datacenter and site level equipment for each site type.
• ClearPass policies
• Mobility Controllers
• Switch configuration templates
2.2.2.3. Develop a design verification test plan and perform that test plan against the configured equipment to ensure the datacenter and site level equipment meet the requirements defined in the Requirements Document
2.2.2.4. Adjust the design document and equipment configurations to ensure the test plan meets or exceeds the success criteria.
2.2.2.5. Configure Airwave maps
• Add three (3) new maps to existing Airwave.
2.3. Phase I|I - Pilot
After the final design is approved, Aruba will provide local implementation services for up to five (5) business days, not exceeding thirty-two (32) business hours. This will involve deploying and configuring five (5) Aruba access switches, twenty (20) access points, and five (5) ClearPass policies as defined in the design meetings. The new network setup will coexist with the existing wireless deployment, allowing the City to migrate to the new setup over time.
2.3.1. Entrance Criteria
2.3.1.1. Completed Low Level Design Document
2.3.1.2. Completed Design Test Plan
2.3.2. Activities
Aruba will:
2.3.2.1. Develop the deployment and installation guides that will define the processes and procedures used to place site level equipping into the production environment.
2.3.2.2. Develop a pilot verification test plan and perform that test plan against each site deployed as part of the pilot to ensure the datacenter and site level equipment meet the requirements defined in the Requirements Document.
2.3.2.3. Perform the pilot verification test plans for each site included in the pilot phase.
2.3.2.4. Collaboratively, with all stakeholders, develop a deployment and operational enablement strategy.
HPE Confidential-subject to use restriction. T=v1 6 0
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
2.4. Knowledge Transfer
2.4.1. Customer Knowledge Transfer
The following will happen
As part of an effort to educate Customer on the deployed configuration, Aruba HTS will provide one (1), knowledge transfer workshop for up to four (4) hours. The workshop will be a single session and will:
take place while the Aruba HTS engineer is onsite. This workshop is geared towards the engineers that took part in the deployment and configuration process. Topics for the workshop will consist of:
• General knowledge turnover/transfer
• A review of the configuration
• Answering configuration related questions
The knowledge transfer workshop will NOT be:
• Formal training with printed/bound materials
• Held at multiple locations.
• Geared toward individuals who have no working knowledge of the deployed Aruba systems/components.
2.5. Project Management Activity
2.5.1. Aruba Project Management Support Functions
Aruba consultants will assist Customer's engineers and project managers in the following areas:
1. Managing consultant resources.
2. Establishing a resource request and approval process for Customer to request consultant resources.
3. Participate in scheduled project review meetings or conference calls, if required.
4. Reporting on accrued labor and activity against this SOW.
2.5.2. Customer Project Management Support Functions
Customer will assign a project sponsor ("Customer's Project Representative") to assist with providing Customer resources and responses in a timely manner where necessary.
To facilitate efficient T&M services delivery, the Customer's Project Representative will initiate contact with the Aruba engineer and Aruba Project Manager daily to collect status, assign tasking, and modify tasking as required.
HPE Confidential -subject to use restriction. T=v1 6.0 10 Statement of Work - City of Santa Ana - High Touch Services V1.4
November 6, 2023
3. Change Management Process
The general change process will be implemented as illustrated in the following figure. Either HPE or Customer may initiate a change, in writing. The change will be evaluated, and any impact will be identified. The price, scope, and schedule impact (if any) will be analyzed and documented. The change impact will then be processed for Customer authorization or closure.: A change must be in writing and will not be implemented until both parties mutually agree to the change and the appropriate modification to the project delivery has been fully executed.
The change request form will include a description of the change, reason for the change, and initiator of the change; as well as impact to scope, price, quality, schedule, resources, and risks.
Figure 1. Change Process Decision Matrix
898›2
UPDATE
Change Log and
close, work not
authorized
HPE Confidential-subiect to use restriction T=y1 6.0| 11 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
4. Issue Resolution and Escalation Process
HPE uses an issue resolution process to manage service issues between Customer and HPE. This process comprises an issue resolution form and issue escalation table that HPE and Customer mutually develop. The Customer or HPE requestor submits an issue resolution form to log an issue and initiate the escalation process. The issue resolution process adheres to the escalation process that is outlined by the issue escalation table. This table defines the level 1, 2, and 3 escalation managers for HPE.
For each management level, the issue and escalation process will follow the steps outlined below:
1. A Customer or HPE requester submits a completed issue resolution form for an issue to the Director of HTS Solutions Consulting.
2. Each level of manager:
- Evaluates the issue
- Communicates their issue disposition to the requester - Develops a plan to resolve the issue and upon mutual concurrence, implements the plan and closes the issue
3. If a manager level is unable to agree on a plan for resolving the issue within five (5) business days of receiving the issue resolution form or initially meeting to discuss the issue, then either of the level's Customer or HPE managers) may escalate the issue to the next manager level and request them to meet to evaluate the issue.
The requester has the opportunity to acknowledge acceptance of the resolution.
In the event that the level 2 managers) are unable to resolve an issue, either the Customer or HPE party may escalate the issue to the organizations' appropriate senior management.
Issue Escalation Table
Manager Level Description
1 Director HTS Engineering
2 VP High Touch Services
VP Aruba Global Services
HPE Confidential-subject to use restriction. T=v15.0 12 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
5. Responsibilities, Limitations, and Assumptions
5.1. Customer Responsibilities
1. Provide necessary system access to the Aruba consultants, preferably via a Virtual Private Network ("VPN") connection to the Customer's network where the systems included in this SOW reside.
2. Assign a project sponsor ("Customer's Project Representative ) for the duration of the delivery of Services. This person will have signature authority, the authority to assign and direct the activities of Customer resources and will be available to HPE personnel throughout the project.
3. Appoint an individual for this project who will serve as the primary representative (Project Representative" or "Customer Project Manager") with the knowledge and expertise required to fulfill the obligations detailed in this SOW.
a. The Customer's Project Representative will be available at all times or will designate an alternate with the same level of authority and project knowledge in the event of unavailability.
b. The Project Representative will establish an internal communication plan for critical problems to ensure rapid resolution and clear communication on a peer-to-peer basis between HPE and Customer.
4. Obtain and deliver all third-party hardware, software, and consulting services required by HPE to fulfill HPE service delivery obligations under this agreement. Customer will be responsible for any third-party product and/or service charges.
5. Maintain a separate backup system or procedure that is not dependent on the products for the reconstruction of lost or altered Customer files, data, or programs.
6. Comply with the general obligations specified in this SOW in a timely manner. Customer acknowledges that HPE ability to deliver the Services is dependent upon Customer's full and timely cooperation with HPE, as well as the accuracy and completeness of any information and data Customer provides to HPE.
7. These Services are not intended to provide or replace underlying warranty and/or support services for the products in scope. Customer is responsible for ensuring the products are covered under active warranty and/or support coverage with HPE.
8. These Services do not include Foundation Care or related support services for the Aruba components currently deployed within the Customer's facilities. Customer is responsible for retaining the adequate level of support for the Aruba components, and HPE won't be responsible in any way for potential or actual network issues resulting of the lack of support services.
9. All prerequisites identified in this SOW must be completed before objectives provided.
10. Customer will have subject matter experts (SMEs) available for all non-Aruba network devices that are to be integrated with the in-scope Aruba components, if applicable.
HPE Confidential-subiect to use restriction T=v1.60 13
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
11. It is assumed that all of the network, system, and other infrastructure needed to implement this SOW, which are not being implemented as a part of this SOW, are in place and the sole responsibility of the Customer.
12. The Customer is responsible for physically installing all Aruba hardware (i.e. Mobility Conductor, Mobility Controller, AirWave, switches, ClearPass, access points) and connecting power (where applicable).
13. The Customer is responsible for reserving the proper amount of memory, processors and storage for all Aruba virtual instances being installed (where applicable).
5.2. Limitations and Assumptions
1. Any services not described in Section 2 are considered outside the scope of this SOW
2. The work proposed in this SOW is not intended to shift ownership or operation of the Aruba infrastructure or software components from Customer to Aruba. It is expected that Customer maintains ownership of the design, its implementation, and operation of the result. In this SOW, Aruba is providing input to that design and its deployment based on its experience.
3. Services do not include repair of Aruba products which is available by purchasing Aruba support services. Customer must have active warranty and/or support coverage in place with HPE for the Aruba products in order to receive Services pursuant to this SOW.
Authorization to Install Software. During delivery of Services, HPE may be required to install copies of third-party or HPE Branded Software and be required to accept license terms accompanying such Software ("Shrink-Wrap Terms") on behalf of Customer. Shrink-Wrap Terms may be in electronic format, embedded in the Software, or contained within the Software documentation. Customer hereby acknowledges that it is Customer's responsibility to review Shrink-Wrap Terms at the time of installation, and hereby authorizes HPE to accept all Shrink-Wrap Terms on its behalf.
5. Documentation created for this Service will be available in electronic format using Microsoft Office.
6. HPE is not liable for the performance or non-performance of third-party vendors, their products, or their support services.
7. Handwritten or typewritten text (other than information specifically called for in the spaces provided) that purports to modify or supplement the printed text of this SOW shall have no effect and shall not add to or vary the terms of this SOW.
HPE Confidential-subject to use restriction. T=v1 6.0 14 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
6. Pricing and Ordering
6.1. Price
The Services will be procured using HPE-Consulting Units of Service (UoS): Each US represents a fixed value that can be exchanged for the Services and does not represent dollars or hours being purchased until applied against a SOW. HPE will perform the Services for the Customer in exchange for the quantity of US in this Section. HPE and Customer understand that the US may be purchased from an Authorized Reseller, and the dollar value for such US and payment terms will be determined solely between Customer and Authorized Reseller. The Services will be performed in exchange for Units of :
Service (UoS). US projects are non-refundable. Change Orders shall only be used to add additional labor hours, once this SOW is effective.
For the purpose of this SOW, eight (8) hours of labor equals one (1) UoS.
Customer is responsible for purchasing the SKU and quantity of US in section 6.2 from Authorized Reseller. HPE is under no obligation to provide the Services until Customer provides an acceptable Purchase Order (PO) to Authorized Reseller and HPE has confirmed the PO for the Services The UoS (labor) in this SOW is valid for ninety (90) days from the date of delivery or all labor included in the SOW has been consumed, whichever comes first. The labor validity can be extended with a zero dollar change order at any time before the expiration of the 90 days from the date of delivery or before all labor included in the SOW has been consumed
Total price is set forth in the City of Santa Ana Purchase Order, dated 11/21/2023, attached hereto and incorporated herein as Exhibit B. All labor contemplated under said Purchase Order and this Agreement shall be performed by Vector Resources, Inc. dba Vector USA ("Vector"). In the event Vector is unable or fails to perform the labor contemplated under this Agreement, HPE Aruba will perform the labor, or the parties shall work cooperatively to select an alternative VAR by mutual agreement.
6.2. Order Information
Table 1. Order Information
Ordering Information
Product Family Description
(SKU) Quantity of SKU
HPE Confidential--subject to use restriction. T=v1.6.0 15 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
HR1W8A1 Aruba 1Qtr UoS QuickStart 15
Consulting SVC
6.3. Addresses
HPE will deliver the Services outlined in the SOW at the desired Customer location or remotely, as necessary.
Sold To
City of Santa Ana
Information Technology Department
Attn: Mike Fetner, Melanie Torres
Invoice Address
20 Civic Center Plaza
M-42
Santa Ana, CA 92704
Delivery Location
20 Civic Center Plaza
M-42
Santa Ana, CA 92704
For Delivery instructions: Please
contact: 714-647-5100
HPE Confidential -subiect to use restriction T=v1 6 0l 16 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
7. Delivery Schedule
Services are provided for 90 days, anticipated to begin November 2023 continue until February 2024 ("SOW Term"). These dates may be adjusted based on the delivery of an acceptable Purchase Order and the availability of resources to support the activity defined within this SOW. Any delay in receipt of the necessary purchasing documents may affect the engagement start, completion date, and duration.
HPE Confidential-subject to use restriction T=v! 6.0 17 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
8. Signatures
The following signature indicates Customer's acceptance of this SOW. In addition to Customer's execution of this SOW, as a condition to HE's obligation to provide the Services, Customer must have purchased quantity of SKU from an Authorized Reseller and Authorized Reseller has notified HPE that Customer has purchased the Services. Customer represents that their execution of this SOW is a binding commitment to purchase the Services.
Attest Hewlett Packard Enterprise Company
Authorized Signature: Authorized Signature:
Print Name: Print Name:
-
Title: Title:
-
Date: Date:
City of Santa Ana
Authorized Signature:
Print Name:
Title:
Date:
HPE Confidential-subiect to use restriction T=v1 6 0 18 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
Approved as to Form
Authorized Signature:
Jonathan T. Martinez
Print Name:
Assistant City Attorney
Title:
11/6/2023
Date:
Recommended for Approval
Il like
Authorized Signature:
Jack Ciulla
Print Name:
Chief Technology Innovations Officer
Title:
11/6/2023
Date:
HPE Confidential-subject to use restriction. T=v1 6.0 19 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
Exhibit A - HPE Customer Terms -
Professional Services
HPE CUSTOMER TERMS - PROFESSIONAL SERVICES
Parties. This agreement (Agreement) governs products and services purchased by Order from Hewlett Packard Enterprise or its affiliates (HPE) by the customer (Customer).
2. Orders. Order means the accepted order, including material the parties incorporate by attachment or reference (Supporting Material). Supporting Material, made available in print or on a designated website, may include product lists, specifications, service descriptions, data sheets, additional license authorizations (ALAs), data protection and security agreements (DPSAs), statements of work (SOWs), warranties, and service leve agreements (SLAs).
3. Order Placement. The parties confirm their agreement to these terms by signature or by reference on an Order. These terms may be used on a global basis as a framework agreement for multiple Orders by the parties' Affiliates, meaning any entity controlled by, controlling, or under common control with a party. Affiliates participate by placing orders which specify delivery in the same country as the HPE Affiliate accepting the order, referencing these terms, and specifying any terms necessary to reflect local law
4. Order Arrangements. Where appropriate, an Order must specify a delivery date and location. There may be additional charges if Customer extends the delivery date of an Order beyond 90 days. Customer may cancel an Order at no charge before production begins, before an item is shipped, or before services begin, whichever occurs first.
5. Prices and Taxes. Prices will be contained in written quotes, published on HPE's website or a customer-specific portal, or in HE's published list price. Unless otherwise quoted, prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling). If a withholding tax is required by law, please contact the HPE order representative to discuss appropriate procedures.6. Professional and Support Services. HPE will deliver any ordered consulting, training, standard support or other services as described in the applicable Supporting Material. Supporting Material will provide the description of HE's offering, eligibility requirements, service limitations, Customer responsibilities, and the systems supported
7. Acceptance. The acceptance process (if any) will be described in the applicable Supporting Material, will apply only to the deliverables specified, and does not apply to other products or services provided by HPE.
8. Dependencies. HE's ability to deliver products and services depends on Customer's reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the products and services.
9. Change Orders. Each party will appoint a project representative to serve as the contact for delivery and for any issues. Requests to change the scope of the products or services will require a written change order approved by both parties.
10. Services Performance. Services are performed using generally recognized commercia practices, and standards in Supporting Materials. Customer will provide prompt notice of any service concerns and HPE will re-perform any service that fails to meet this standard.
11. Services with Deliverables. If Supporting Material defines specific deliverables, HPE warrants those deliverables will materially conform to their written specifications for 30 days following delivery. If Customer notifies HPE of a non-conformity during the 30 day HPE Confidential-subject to use restriction. T=v1 6 0 20 Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
period, HPE will promptly remedy the impacted deliverables or refund the fees paid for those deliverables upon return of those deliverables to HPE.
12. Intellectual Property Rights. There is no transfer of ownership of any intellectual property under this Agreement. Customer grants HPE a worldwide, non-exclusive, royalty-free license to any intellectual property that is necessary for HPE and its designees to perform the ordered services. If deliverables are created by HPE specifically for Customer and identified as such in Supporting Material, HPE grants Customer a worldwide, non-exclusive, royalty-free license to reproduce and use copies of the deliverables internally.
13. Intellectual Property Rights Infringement. HPE will indemnify Customer for any claims against Customer that allege that an HPE-branded product, software, or service supplied under this Agreement infringes the intellectual property rights of a third party HPE will rely on Customer's prompt notification of the claim and cooperation with its defense. HPE may modify the product or software or service to be non-infringing and materially equivalent, or HPE may procure a license. If these options are not commercially viable, HPE will refund to Customer the amount paid for the affected product or software in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HPE is not responsible for claims resulting from any unauthorized use of the product or software or service or for claims resulting from deliverables content or design provided by Customer.
14. Confidentiality. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this Agreement, and shared with employees, affiliates, agents, or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the date of receipt or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or ill) where disclosure is required by law or a governmental agency.
15. Personal Information. Where legitimate business purposes require HPE to collect and process personally identifiable business contact information relating to Customer's employees or other individuals representing Customer, HPE, as a data controller, will process such personally identifiable information using i) appropriate technical and organizational measures; ii) in compliance with its Privacy Statement (https://www.hpe.com/us/en/legal/privacy.html); and iii) applicable laws.
Where HPE discloses personally identifiable information relating to its employees or other individuals representing HPE to Customer or where such persons provide their personally identifiable information directly to Customer, Customer will process such personally identifiable information using appropriate technical and organizational measures in compliance with Customer's privacy policies and applicable laws.
Where HPE agrees to process personally identifiable information on behalf of Customer, HPE, as a data processor, will process such data only as permitted under this Agreement, including Supporting Materials, and in compliance with applicable laws. In the event international data transfers trigger the requirements for a data transfer mechanism, HPE will use its BCR-P or utilize the data transfer mechanism described in the applicable Supporting Materials.
16. Global Trade compliance. Products, software, or custom deliverables are for Customer's internal use and not for commercialization unless otherwise stated in Supporting Material. If Customer exports, imports or otherwise transfers products, software, or custom deliverables, Customer is responsible for complying with applicable HPE Confidentia -subject to use restriction T=v1 60 21
Statement of Work - City of Santa Ana - High Touch Services v1.4
November 6, 2023
laws and for obtaining any required export or import authorizations. Either party may suspend its performance as required by applicable trade laws
17. Limitation of Liability. HE's liability to Customer under this Agreement is limited to the greater of $1,000,000 or the amount payable (for the past 12 months if recurring) by Customer to HPE for the relevant Order. Neither Customer nor HPE will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for:
unauthorized use of intellectual property, death or bodily injury caused by their negligence; damage to tangible personal property; breaches of confidentiality under Section 30 (not including personally identifiable information); acts of fraud; willful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.
18. Disputes. If Customer is dissatisfied with any product or software or service purchased under this Agreement and disagrees with HE's proposed resolution, both parties agree to promptly escalate the issue to a senior executive in each party's respective organization for an amicable resolution without prejudice to the right to later seek a legal remedy.
19. Force Majeure. Neither party will be liable for performance delays nor for non- performance due to causes beyond its reasonable control, except for payment obligations
20. Termination. Either party may terminate this Agreement on written notice if either party materially breaches the Agreement and fails to remedy the breach within a reasonable period after receiving reasonably detailed written notice. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns
21. General. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist.
Modifications to the Agreement will be made only through a mutually agreed written amendment. The Agreement is governed by the laws of the country of HPE or the HPE Affiliate accepting the Order and the courts of that locale have jurisdiction. However, HPE or its Affiliate may bring suit for payment in the country where the Customer Affiliate that placed the Order is located. Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
Claims arising in the United States are governed by the laws of the state of Delaware or where Customer's U.S. business is headquartered, excluding rules as to choice and conflict of law.
HPE Confidential-subject to use restriction. T=v1 6 0 22