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R-11-01-13-10D2 - 1/13/2011RESOLUTION NO. R -11-01-13-10D2 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to execute Appendix D, "Customer Master Services Agreement," to the Texas Department of Information Resources ("DIR") Agreement with Dell Marketing L.P., and execute two related Scopes of Work, related to the Virtual Desktop Infrastructure Project, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Customer Master Services Agreement and two Scopes of Work with Dell Marketing L.P. and the Texas Department of Information Resources, a copy of said documents being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of January, 2011. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary O:\wdox\SCCInts\0112\I 104\MUNICIP AL\00210972.DOC/rmc Dell I Services Dell Marketing L.P. One Dell Way Round Rock, TX 78682 "Dell" Appendix D Customer Master Services Agreement Between and "DIR Customer" EXHIBIT "A" THIS CUSTOMER MASTER SERVICES AGREEMENT, effective as of the invoice date (the "Agreement"), is made between the DIR customer ("Customer") and the Dell entity identified on Customer's invoice ("Dell"). These Terms are a part of DIR Contract No. DIR-SDD-890. In the event of a conflict between the provisions herein and those in the DIR Contract, DIR Contract No. DIR-SDD-890 shall control. "Customer" shall include any DIR eligible Customer, including any of its Affiliates, as defined in DIR Contract No. DIR-SDD-890 approved by Dell to receive Services under this Agreement who purchase Services hereunder and "Dell" shall include any affiliate of Dell with whom an order is placed. Dell and Customer agree to the following terms and conditions: 1. SERVICES DIR Contract No. DIR-SDD-890 and this Agreement shall apply each time Customer engages Dell to provide services. All services provided must be within the scope of DIR Contract No. DIR-SDD-890, and will be described in one or more of the following: (1) "Service Descriptions" detailed in the services agreements available at www.dell.com/servicecontracts or Customer's separate signed service contract with Dell; (2) any mutually agreed "Statement of Work" ("SOW"); or (3) "Technical Specification Form" as applicable (collectively, the "Services"). In the event of a conflict between the terms of this Agreement and a Service Description, SOW, or Technical Specification Form, the terms of these documents will be followed according to the following order of preference: (1) the SOW or Technical Specification Form, (2) the Agreement; and (3) Service Descriptions. "Services" does not include third party branded services ("Third Party Services") that may be purchased from a third party by Customer or sold by Dell as a distributor or sales agent (e.g. extended warranty on third party branded peripherals offered by the manufacturer). 2. TERMS 2.1 Requests for Service; Quotes and Orders. All orders for Services must specify DIR Contract No. DIR-SDD-890, Dell's quotation (if any), and reference the Service(s) requested and invoice address. Customer may place orders in writing, by telephone or by facsimile transmission. Telephone orders must be confirmed in writing or by facsimile. All orders are subject to acceptance by Dell. If Customer orders on-line, Dell may issue to Customer user names and passwords (the "Purchase Codes"). By accepting and using the Purchase Codes, Customer acknowledges the validity of an electronic order, which shall be deemed to be a writing for all purposes hereunder, and agrees to be responsible for full payment of any Services ordered using Customer's Purchase Codes. Customer is responsible for keeping the Purchase Codes confidential and controlling their use. 2.2 Purchases by Affiliates. Unless otherwise agreed in writing, any Customer Affiliate who submits an order to Dell shall have thereby agreed to abide by the terms of this Agreement. Dell, in its sole discretion, may discontinue selling Services to any Customer Affiliate or may require additional payment and/or credit conditions for such Customer Affiliate. 2.3 Customer Affiliate Guaranty. In accordance with Chapter 2251, Texas Government Code, in making payments under this Agreement. and subject to the terms regarding "Purchases by Customer Affiliates" above, in consideration of Dell's agreement to extend credit to Customer's Affiliates at the same or similar level as the credit extended to Customer, Customer hereby unconditionally guarantees complete and timely payment of any and all amounts due to Dell from any Customer Affiliate. 2.4 Prices. The prices charged for Services purchased under this Agreement will be in accordance with DIR-SDD-890 and Dell's then current charges for such services in each Dell region or as quoted by Dell. If the Services are being performed Dell ( Services US CMSA Rev. 3 Page 1 of 6 041408 on a time and materials basis, any estimates provided by Dell are for planning purposes only. Any required deposits are non- refundable. 2_5 Additional Fees; Taxes. As per Section 151.309 Texas Tax Code, certain Customers under this Agreement are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Agreement are exempt from Federal Excise Taxes, 26 United States Codes Sections 4253(i) and (j). Dell agrees to not bill for inapplicable taxes. For any Customers that are not included under Section 151.309 or 26 United States Code Sections 4253(i) and (j), and who cannot produce a tax exemption certificate at Vendor's request, Vendor may charge or bill such Customer for applicable taxes. 2.6 Invoicing and Payment. DIR Customers shall comply with Chapter 2251, Texas Government Code, in making payments under this Agreement. Customer will pay Dell in US dollars, as invoiced by Dell or an affiliate of Dell. Additional charges may apply if Customer requests services that are performed outside contracted hours or are beyond the normal coverage for the particular service. To the extent allowable by Chapter 2251, Texas Government Code, for invoices not paid within thirty (30) days of the invoice date, Dell reserves the right to charge Customer a late penalty charge of one and a half percent (1.5%) per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. To the extent authorized by Chapter 2251, Texas Government Code, Dell may, without waiving any other rights or remedies to which it may be entitled, decide not to accept additional orders from Customer and/or seek collection of all amounts due, including reasonable legal fees and costs of collection. 2.7 Term. Unless otherwise stated in DIR Contract No. DIR-SDD-890, this Agreement will begin on the effective date stated above and will continue until terminated in accordance with its terms. Each Service Description, SOW or Technical Specification Form, as applicable, will continue for the term stated therein, unless otherwise terminated pursuant to this Agreement. 2.8 Termination. Unless otherwise stated in DIR Contract No. DIR-SDD-890, either party may terminate this Agreement by providing at least thirty (30) days prior written notice to the other. Termination of the Agreement will not terminate any outstanding Service Description, SOWs, or Technical Specification Forms and the terms of this Agreement will survive such termination to the extent that such terms are incorporated into any outstanding Service Description, SOWs, or Technical Specification Forms. Either party may terminate an individual Service Description, SOW or Technical Specification Form if the other party commits a material breach of such an agreement and the breach is not cured within thirty (30) days of receipt of written notice from the injured party. Termination of one or more Service Description, SOW, or Technical Specification Form, will not terminate this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination. 3. THIRD PARTY PRODUCTS, THIRD PARTY SERVICES, SOFTWARE INSTALLATION "Third Party Products" means any hardware or software, other than parts that are Dell branded or originally listed on Dell's standard parts list. Third Party Products and/or Third Party Services may be provided by Customer or procured for Customer by Dell, as described by the applicable Service. In the event the Third Party Products procured by Dell are not used for the Services within a reasonable time following purchase of the parts by Dell, the Third Party Products will be shipped and invoiced to Customer and Customer will pay for these parts within thirty (30) days after the date of invoice. Dell is not responsible for the specifications of Third Party Products selected by Customer, including revisions or engineering changes. Some manufacturers' warranties or service contract terms and conditions may become void if Dell or anyone else, other than the manufacturer or its authorized representative, works on the hardware or software. DELL DOES NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. Except as agreed to in DIR Contract No. DIR-SDD-890, Third Party Services shall be exclusively subject to terms and conditions between the third party and Customer. For software provided by Customer, Customer authorizes Dell (or otherwise obtains the rights for Dell) to copy, install and modify, if necessary (and as required by the Technical Specification Form), all software to be used in the Services or to be recorded in electronic media for subsequent re -installation of backup. Customer warrants to Dell that it has obtained any licenses, consents, regulatory certifications or approvals required to give Dell and its subcontractors or employees the right or license to access, copy, distribute, use and/or install any Third Party Products to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. 4. PROPRIETARY RIGHTS 4.1. Deliverables. Unless otherwise stated in DIR Contract No. DIR-SDD-890, Dell will retain exclusive ownership in all Deliverables created by Dell hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by Dell under this Agreement. Subject to payment in full for the applicable Services, Dell grants Customer a perpetual, non-exclusive, non -transferable, royalty -free right to use the Deliverables solely in DDII1 Services US CMSA Rev. 3 Page 2 of 6 041408 the country(ies) in which Customer does business and solely for Customer's internal use. "Deliverables" means the tangible and intangible materials, including reports, studies, base cases, drawings, findings, software, manuals, procedures and recommendations that are prepared uniquely and exclusively for use by Customer by Dell or its subcontractors in the course of performing the Services and that are specifically identified in a signed Statement of Work as Deliverables. 4.2. Tools & Software. Dell will retain all intellectual property rights with respect to the tools and/or software that Dell uses to deliver the Services. To the extent this provision is consistent with the Texas Public Information Act, any use by Customer, including the execution, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically permitted by Dell during the term of Services and for the delivery of Services, is strictly prohibited. Additionally, Customer use of software, online services, or software -enabled services in connection with the Services is pursuant to the terms of DIR Contract No. DIR-SDD-890 and the Dell Services Acceptable Use Policy, which is available for review at www.dell.com/termsandconditions. 5. EXPORT; REGULATORY REQUIREMENTS 5.1 Export. Customer acknowledges that the Services sold under this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") and may also be subject to the customs and export laws and regulations of the country in which the Services are rendered and/or received. Customer agrees to abide by those laws and regulations. Customer further represents that any software provided by Customer and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without a license. If Customer cannot make the preceding representation, Customer agrees to provide Dell with all of the information needed for Dell to obtain export licenses from the United States government and to provide Dell with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. Dell may also require export certifications from Customer for Customer provided software. Dell's acceptance of any order for Services is contingent upon the issuance of any applicable export license required by the United States Government; Dell is not liable for delays or failure to deliver Services or a product resulting from Customer's failure to obtain such license or to provide such certification. 5.2 Regulatory Requirements. Dell is not responsible for determining if Third Party Products to be used in performance of the Services satisfy the local regulatory requirements of the country to which the products are to be shipped, nor shall Dell be obligated to perform any Services where the resulting products or software do not satisfy the local regulatory requirements. 6. CUSTOMER RESPONSIBILITIES It is the Customer's responsibility to backup data on Customer's system. DELL IS NOT RESPONSIBLE FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK arising out of the Services or support or any act or omission, including negligence, by Dell or a third -party service provider. Customer acknowledges that Dell's performance and delivery of the Services are contingent upon: (i) Customer providing safe and hazard -free access to its personnel, facilities, equipment, hardware, software, network and information, and (ii) Customer's timely decision-making, notification of relevant issues or information and granting of approvals and/or permission. Customer will promptly obtain and provide to Dell any required licenses, approvals or consents necessary for Dell's performance of the Services. To the extent this provision is consistent with the Texas Public Information Act, Information disclosed by Customer pursuant to a separate Nondisclosure Agreement ("NDA") signed by both parties will be protected under the terms of the NDA. To the extent consistent with the Texas Public Information Act, Customer acknowledges that any information or data disclosed or sent to Dell that is not protected under a separate NDA is not confidential or proprietary to Customer. 7. LIMITATION OF SERVICES Except as stated below, when Services consist of repair of Dell -branded systems, such Services shall be those repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the system or in any system component covered by this Agreement. Preventive maintenance is not included. Repairs necessitated by software problems, or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not included. Unless otherwise provided in the SOW, Services do not include repair of any system or system component which has been damaged as a result of: (i) accident, misuse, or abuse of the system or component (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Dell (or its representatives), (ii) an act of God such as, but not Dell! Services US CMSA Rev. 3 Page 3 of 6 041408 limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the system from one geographic location to another or from one entity to another. 8. LIMITED WARRANTY & LIMITATION OF LIABILITY 8.1 Limited Warranty. TO THE EXTENT CONSISTENT WITH DIR CONTRACT NO. DIR-SDD-890, DELL WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, DELL MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY RELATING TO THIRD PARTY PRODUCTS OR THIRD PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING SERVICES; ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES OR THE RESULTS OF ANY RECOMMENDATION DELL MAY MAKE; AND,ANY IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR OF ANY SYSTEM THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION DELL MAY PROVIDE. 8.2 Limitation of Liability. TO THE EXTENT CONSISTENT WITH DIR CONTRACT NO. DIR-SDD-890, NEITHER CUSTOMER, DELL NOR DELL'S SUBCONTRACTORS WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY DELL EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DELL SHALL NOT HAVE LIABILITY FOR (I) LOSS OF INCOME, PROFIT, OR SAVINGS, WHETHER DIRECT OR INDIRECT, (II) LOST OR CORRUPTED DATA OR SOFTWARE, OR (III) PRODUCTS NOT BEING AVAILABLE FOR USE. EXCEPT FOR CLAIMS THAT THE SERVICES (EXCLUDING THIRD PARTY PRODUCTS) CAUSED BODILY INJURY (INCLUDING DEATH) DUE TO DELL'S NEGLIGENCE OR WILLFUL MISCONDUCT, DELL'S TOTAL LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, ANY SERVICES PURCHASED PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM DURING THE PRIOR TWELVE MONTH PERIOD. 8.3 High Risk Application Disclaimer. Dell has not tested or certified its products, Services or deliverables for use in high risk applications including medical life support, medical device, direct physical patient contact, water treatment, nuclear facilities, weapon systems, mass and air transportation control, flammable environments, or any other potentially life critical uses. Customer understands and agrees that Dell makes no assurances that the products, Services or deliverables are suitable for any high-risk uses. 9. INDEMNIFICATION In accordance with DIR Contract No. DIR-SDD-890, and to the extent allowed by Texas law and constitution, Customer accepts responsibility for, and agrees to indemnify and hold Dell harmless from, any and all liability, damages, claims or proceedings arising out of (i) the failure of Customer to obtain the appropriate license, intellectual property rights, or any other permissions, regulatory certifications or approvals required to support any Service Description, SOW, or Technical Specification Form or Dell's performance of the Services, or (ii) any inaccurate representations regarding the existence of an export license. 10. MISCELLANEOUS ITEMS 10.1 Assignment; Subcontracting. Unless otherwise provided in DIR Contract No. DIR-SDD-890, Service Description, SOW or Technical Specification Form, Customer may not assign this Agreement without the prior written consent of Dell. Subject to compliance with Chapter 2161, Texas Government Code, as required in DIR Contract No. DIR-SDD-890, Dell has the right to hire subcontractors to perform the Services provided that Dell shall remain responsible for the performance of Services under this Agreement, or to assign Services to its affiliates. 10.2 Entire Agreement; Severability. DIR Contract No. DIR-SDD-890 and this Agreement (with attachments) is the entire agreement between Dell and Customer with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between Dell and Customer. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. 10.3 Independent Contractor. The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. 10.4 Force Majeure. Unless otherwise stated in DIR Contract No. DIR-SDD-890, neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in Del I I Services US CMSA Rev. 3 Page 4 of 6 041408 which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure"). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the applicable Service Description, SOW or Technical Specification Form by giving written notice to the delayed party. 10.5 Notices. To give notice under this Agreement, the notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, facsimile telecommunication or electronic mail to the address which appears below each party's signature below or to such other address as any party shall specify by notice in writing to the other party and will be effective upon receipt. 10.6 Section Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 10.7 Governing Law, Jurisdiction and Language. THE CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE FOLLOWING: For disputes arising out of Services performed for Customers, the law of the State of Texas, excluding its conflict of laws provisions, shall control and venue shall be in Travis County, Texas. This Agreement will be interpreted and construed in accordance with the English language. 10.8 Dispute Resolution. Unless otherwise stated in DIR Contract No. DIR-SDD-890, the parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Dell, its agents, employees, successors, assigns, or affiliates (collectively for purposes of this paragraph, "Dell") arising out of or relating to this Agreement, Dell's advertising, or any related purchase (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. To the extent authorized by Texas law, the existence or results of any negotiation or mediation will be treated as confidential. To the extent authorized by Texas law and constitution, notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within thirty (30) days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or equity. Chapter 2260, Texas Government Code, shall govern dispute resolution for Texas state agency Customers. 10.9 Limitation Period. Unless otherwise stated in DIR Contract No. DIR-SDD-890, neither party may institute any action in any form arising out of this Agreement more than four (4) years after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of last payment. 10.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. By their signature below, Dell and Customer indicate their acceptance of the terms and conditions set forth in this Agreement. Dell Marketing L.P. Signature: Name: Position: Date: Dell I Services US CMSA Rev. 3 041408 Signature: Name: Position: Date: Page 5 of 6 Notices Addresses: Notices Addresses: (if different from above) Dell Marketing L.P. Attn: Mgr Contracts One Dell Way Round Rock, TX 78682 This agreement form does not constitute an offer by Dell, and will become valid only upon execution by an authorized representative of Dell. Dell, Services US CMSA Rev. 3 Page 6 of 6 041408 Dell Implementation $60,263.73 VDA Licensing $17,507.00 Servers and Storage $75,543.20 Thin Clients C90 LEW's $42,151.00 Sql Licensing $2,407.80 Total $197,872.73 EXHIBIT "An DLL Customer: CITY OF ROUND ROCK Contact: Brian Finger Customer # : 319040 Phone: (512) 218-5400 Fax: E-mail brianf@round-rock.tx.us Date of Issue: Nov 30, 2010 Dell Customer Confidential Quotation Quote Number: CXW10113006 Quote Expires: Dec 31, 2010 PLEASE SEE IMPORTANT TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION Celeste Williams Inside Account Manager 850 Asbury Dr. Buffalo Grove, IL 60089 P: (847) 465-3700 F: (866) 549-8212 Celeste Williams2Dell.com State Contract: DIR-SDD-1014 Product Description NOTES Part# VLA VIRTUAL DESKTOP ACCESS PER EXPIRES- 31 -AUG- 2583654 DEVICE MONTHLY SUBSCRIPTION 2013 Mfg # 4ZF-00030 Quantity 100 Unit Price Ext. Price $175.07 $17,507.00 Notes: MICROSOFT KEYCODE- 888-352-7140 Product Sub Total Grand Total $17,507.00 $17,507.00 USD Quote Prepared By: Celeste Williams Rev. 12/20/2007 1) Customers purchase Is subject to the terms and conditions of the above referenced contract 2) Salehtse tax Is based on the ^ship to address on your Invoice. Please Indicate your taxability status on your purchase order. If exempt Customer must have an Exemption Certificate on Me, Including non-federal government customers.lf you have • questions re: your tax status, please contact your inside sales representative listed above. 3) Shipments to California: for certain products, a State Environmental Fee of up to 510 per Item maybe applied to your Invoice. Prices do not reflect this fee unless noted.For mon Information, refer to www.dell.comienvironmenbifee. This applies unless this provision Is specifically excluded In the above referenced contract Page 1 of 1 4) All product descdptions and prices are based on latest information available and are subject to change within the terms of the above referenced contract 5) Unless specified otherwise In the above referenced contract, all prices are based on Net 30 terms. If not shown, shipping, handling, taxes and other fees 5111 be added at the time of the order where applicable. 6) Customer understands and acknowledges that all warranties, representation and returns are subject to the manufacturer, publisher or distributor guidelines. Quote Number 562454985 562455175 11/22/2010 Description VMware ESX Servers Two Quad -core Xeon Processor X5677 (3.46GHzJ8MB Cache - Nehalem), 96GB RAM (12x8GB DIMM), Diskless, Two Intel Quad - port GbE NICs, ESXi v4 Embedded with no Subscription (60 -day Trial) and 5 -year Pro Support for IT with Mission Critical Package: 4 Hour 7x24 On -Site Service with Emergency Dispatch 562455266 Totals Notes: Green 10ft Cat6 Patch Cable City of Round Rock VMware View Hardware - 4 x 1GbE iSCSI Option Model PowerEdge R710 Shared Storage for VMware View 4Gbps iSCSI Storage array with Dual Controller, Eight 100GB SSD Drives, Eight 450GB/15k SAS Drives, NO Installation and 5 -year Pro Support for IT with Mission Critical Package: 4 -Hour 7x24 On - Site Service with Emer.en Dis.atch Patch Cables Quantity 3 Dell EqualLogic PS6000XVS 32 Price Per $ 10,637.68 Total $ 31,913.04 $ 43,428.88 201.28 43,428.88 75, 543.20 DOLL Date:11/2J10 8:36:59 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION. QUOTE #: Customer #: Contract #: 48AB0 CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK $31,913.04 631,913.04 562454985 637224 11/02/2010 Tax: $0.00 Shipping 8 Handling: 60.00 Shipping Method: Ground Total Number of System Groups: 1 GROUP 1 QUANTITY: 3 SYSTEM PRICE $10,637.68 GROUP TOTAL: $31,913.04 Base Unit: PE R710 with Chassis for Up to 4,3.5 -Inch Hud Drives and k1b156XXProceuom (224.0483) Preessor PowerEdge R710 Shipping (3304121) Memory: 96GB Memory (12x00B), 1333181. Dual Ranked MINN, for 2 Prouuom, Optimised (317.2221) Monitor. EmbeddedBnadcan, GB ENemetMCS with TOE (430.17t4) Video Card: Intel Xeon 25677,3A80ho,12M Cache,Turbo, HT, 1333MH4 Max Mem (317416) Video Memory: PowerEdge R710 H..tStoks for 2 Processom (317.1213) Video Memory: Intel Kean X5877,3A6O s12M CxM,Turbo, HT, 1333MHz NaxM.m (317.419) Hard Drive: HD Multi -Select (3414151) Hard Drive Controller: No Controller (341-3931) Floppy Disk Drive: Performance BIOS selling (3303491) Floppy Disk Drive: Power Cord, NEMA6-15Pto C13,15 amp, wall plug, 10 feet/ 3 meter(310$501) Floppy Disk OHve: Power Cord, NEMA 5-15P to C13,15 amp, wall plug, 10 feel/ 3 meter(310-8503) Operating System: No OS, No Utility Partition (3414732) Mouse: 51.oneore vEuentida (vRargerPro, vFogliehtP.o vRapllutor)904ay evaluation (330416) Mouse•. Internal SD Module with 1GB SDC. 4 (3412731) Mous: VMware ESXI v4.0.2 v114, 2CPU, Embedded Tn.!, No Subscription, SD (421.12®) Mous*. VMwa= ESXI v4.0.2, 2CPU, Trial, Lkeese,SD (421-1275) Mose: No Hard Drive (341;916) MC: Intel Gigabit ET Quad Port NICPCIe4 (4302844) NIC: Intel Gigabit ET Quad Port RICPCIe4 (4302044) Modem: IDRAC6 Enterprise (4872618) CD-ROM or DVD -ROM Drive: DVD ROM, BATA, INTERNAL (313.9092) Sound Card: Beryl (313.7517) Speakers Riser with 2 PCIe 08.2 PC1e x4 Slot (329736) Documentation Diskette: Electronic System Documentallon and OpenManege DVD Kit (330346) Documentation Diskette: Deg Managemeri Console (330426) Feature No FWD, No Controller, Na Hard Drives (341-86898) Feature 81144., Ready Rails With CableManagemerl Ann (3303417) Service: Mission Critical Package:4-Hour 7x240n-sib Service with Emergency Dispatch,4 Year Extended (8884964) Sondes: ProSupport :7x24 HW 1 SW Tech Support and Assistance, 5 Year 91513.6154) SeMce: Thank you choosing D40 ProSupport For tech support, visit htIpIlupport dell.eom2ioSupport or can 141004(909-3438) Service: Mission Critical Package:4-Hour7x24On.S1S Service with Emergency Dispatch, SItW Year (993.22C0) Service: . Dell Hardware Limited Warranty Plus On She SeMce Initial Year(923449) SeMu: Dell Hardware Limited Warranty Extended Year (99341450 Beres: MISSION CRITICAL PACKAGE: Enhanced SeMees,5Year (953-8534) MSc: High Output Power Supply Redsdank 870W (330.3475) /disc: No Power Cord (310.909) SALES REP: Tv Gardner PHONE: 512-513-9191 Email Address: tv gardneraltdeli.com Phone Ext: 513-9191 Please review this quote carefully. I1 complete and accurate, you may place your order online at • www.dell.comlato (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to )vww.delhcom/terms as follows' If purchasing for your Internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct Including Dell's U.S. Return Policy. at www dell com/retumoolieMWtal. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entitles Purchasing to Resell. and other terns of Dell's PartnerDirect grogram at www.delLcom/partner ',your order Includes services. visit www.deil.com/servicecontracts for service descriptions and terms. Quote information Is valid for U.S. customers and U.S. addresses only, and Is subject to change. Sales tax on products shipped Is based on "Ship To" address, and for downloads is based on "Bill To" address. Please Indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800.433.9023. Please Include your Customer Number. For certain products shipped to end-users In California, a State Environmental Fee will be applied For Asset Recoverv/Recvclina Services. visit www.dell.com/assetrecoverv. D*LL Date: 11/2110 8:37:59 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION QUOTE #: Customer #: Contract #: 48ABO CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK $201.28 $201.28 562455175 637224 11/02/2010 Tax: $0.00 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 0 Product RJ -45 CAT 6 550 MHz Snagless Green Patch Cable -10 ft (A0596124) Number of S & A Items: 1 Quanti 32 SOFTWARE & ACCESSORIES Unit Price $6.29 S&A Total Amount: $201.28 Total $201.20 SALES REP: Ty Gardner PHONE: 512-513-9191 Email Address: ty gardnert deli.com Phone Ext: 513-9191 Please review this quote carefully. If complete and accurate, you.may place your order online at www.dell.com/qto (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Return Policy. at www.dell.comlreturnpolicv/#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasina to Resell, and other terms of Dell's PartnerDirect program atwww.dell.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote Information is valid for U.S. customers and U.S. addresses only, and is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads Is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please Include your Customer Number. For certain products shipped to end-users in Califomia. a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecoverv. DOLL Date: 11/2/10 8:38:45 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION QUOTE #: Customer #: Contract #: 48ABO CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK $43,428.88 $43,428.88 562455266 637224 1110212010 Tax: $0.00 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 1 GROUP: 1 QUANTITY: 1 SYSTEM PRICE: $43,229.88 GROUP TOTAL: $43,229.88 Base Unit: Dell EqualLogic P86000XYS, lGb Hybrid arrays, Sond State and SAS 15k Drives (224-9171) Processor: 4.4 Terabyte capacity, 8x10008 SSD, 8x450013 15k SAS, Dual Controller, PS6000XVS (342.1446) Service: Mission Critical Package: 4 -Hour 7x24 On -Site Service with Emergency Dispatch, 4Year Extended (988-7474) Service: ProSupport : 7x24 HW /SW Tech Support end Assistance, 5 Year (988.7584) Service: Thank you choosing Dell ProSupport For tech support, visit http:/lsupport.dell.comlProSupport or call 1.800-9 (989.3439) Service: Mission Critical Package: 4 -Hour 7x24 On•Site Service with Emergency Dispatch, Initial Year (993-4920) Service: Dell Hardware Limited Warranty Extended Year (993-9918) Service: Dell Hardware Limited Warranty Initial Year (993.9927) Service: MISSION CRITICAL PACKAGE: Enhanced Services, 5 Year (993.9997) Service: EqualLogic Advanced Software Warranty and Service,7x24 Access,5 Year (994.0328) installation: PS array Customer Self Install Support Service (990-06558) Support: Proactive Maintenance Service Declined (926-2979) Product •s •uu on'e us - .e EqualLogic PS Series Basic Configuration and Management Online Number of S & A Items: 1 Quanta SOFTWARE & ACCESSORIES Unit Price 5199.00 S&A Total Amount: $199.00 Total 9199.00 SALES REP: Email Address: Ty Gardner PHONE: 512-513-9191 ty gardner@dell.com Phone Ext: 513-9191 Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.comloto (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Retum Policy, at www.dell.com/retumoolicv#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote Information is valid for U.S. customers and U.S. addresses only, and Is subject to change. Sales tax on products shipped Is based on "Ship To" address, and for downloads Is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800.433-9023. Please Include your Customer Number. For certain products shipped to end-users in California. a State Environmental Fee will be applied. For Asset Recovery/Recycling Services. visit www.dell.com/assetrecoverv. Page 1 of 2 DELL Date: 11/22/10 2:42:53 PM QUOTE #: Customer #: Contract #: CustomerAgreement #: Quote Date: Customer Name: QUOTATION 564702045 19780383 48ABO DIR-SDD-890-TX 11/22/10 CITY OF ROUND ROCK TOTAL QUOTE AMOUNT: $42,151.00 Product Quantity Product Subtotal: $42,151.00 CS -CITY OF ROUND ROCKS-C9OLE7 4GF/2GR DVI US (A4423482) 100 Tax: $0.00 Number of S & A Items: 1 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 0 SOFTWARE & ACCESSORIES abraham delgado Product Quantity Unit Price Total CS -CITY OF ROUND ROCKS-C9OLE7 4GF/2GR DVI US (A4423482) 100 $421.51 $42,151.00 Number of S & A Items: 1 S&A Total Amount: $42,151.00 SALES REP: abraham delgado PHONE: 1800-456-3355 Email Address: abraham_delgado@dell.com Phone Ext: 513-0082 Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.com/qto (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Return Policy, at www.dell.com/returnpolicy#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote information is valid for U.S. customers and U.S. addresses only, and is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end-users in California, a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecovery. file://C:\Documents and Settings\jkgayle\Local Settings\Temporary Internet Files\OLK1\Quote_564702... 12/20/2010 D�LL Customer: CITY OF ROUND ROCK Contact: Brian Finger Customer # : 319040 Phone: (512) 218-5400 Fax: E-mail brianf@round-rock.tx.us Date of Issue: Nov 15, 2010 Dell Customer Confidential Quotation Quote Number: CXW10110221-R01 Quote Expires: Nov 30, 2010 PLEASE SEE IMPORTANT TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION Celeste Williams Inside Account Manager 850 Asbury Dr. Buffalo Grove, IL 60089 P: (847) 465-3700 F: (866) 549-8212 Celeste_Williams@Dell.com State Contract: DIR-SDD-1014 Product Description SQL SERVER STD 2008 R2 ENGLISH DVD MEDIA ONLY NOTES Part# Mfg # 2571912 228-09166 VLA SQL SERVER STD 2008 R2 2571057 228-09443 Quantity 1 1 Unit Price Ext. Price $21.58 $21.58 VLA WINDOWS SERVER STD 2008 R2 2533577 P73-05005 4 Notes: MICROSOFT KEYCODE- 888-352-7140 $563.58 $563.58 $455.66 $1,822.64 Product Sub Total Grand Total $2,407.80 $2,407.80 USD Quote Prepared By: Celeste Wlliams 1) Customer's purchase Is subject to the terms and conditions of the above referenced contract. 3) Sale/use tax Is based on the "ship to" address on your Invoice. Please Indicate your taxability status on your purchase order. If exempt, Customer must have an Exemption Certificate on file, Including non-federal government customers.lf you have a questions re: your tax status, please contact your Inside sales representative listed above. 3) Shipments to California: for certain produeta, a State Environmental fee of up to 610 per Item may be applied to your Invoice. Prices do not reflect this fee unless notad.For more Information, refer to www.dell.comlenvironmentalfee. This applies unless this provision Is specMcally excluded In the above Rev. 1220/2007 referenced eontraet Page 1 of 1 4) Al product descriptions and prices are based on latest Information available and are subject to change within the terms of the above referenced contract 6) Unless specified otherwise In the above referenced contract, an prices an based on Nat30 terms. N not shown, shipping, handling, taxes and other fees will be added at the time of the order when applicable. 6) Customer understands and acknowledges that all warranties, representations and mums are subject to the manufacturer, publisher or distributor guidelines. Submitted to: CITY OF ROUND ROCK Submitted by: Erinn Webber Dell Global Services 11/17/2010 © Copyright 2010. Dell Inc. All rights reserved. City of Round Rock Table of Contents Table of Contents 1.0 Overview and Shared Objectives 3 2.0 Project Scheduling 3 3.0 Project Scope and Definition 4 4.0 Deliverables 4 5.0 Assumptions and Customer Responsibilities 4 6.0 Change Control Process 7 7.0 Dell Personnel Skills and Qualifications 7 8.0 Payment Criteria 8 9.0 Termination 9 10.0 Order of Precedence 9 11.0 Signature 10 Contact Summary 11 Appendix — Dell Training and Education Services 12 © Copyright 2010. Dell Inc. All rights reserved. City' of ltoinck Rock. Active Directory Project Statement of Work For CITY OF ROUND ROCK This Statement of Work ("SOW') is between Dell Marketing L.P. ("Dell"), and CITY OF ROUND ROCK ("Customer") for the services described in this SOW (individually, the "Service" or collectively, the "Services") and is effective as of the date last executed in the Signature section below. The services shall be performed in accordance with this SOW and the State of Texas Department of Information Resources Contract DIR-SDD-890-TX. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. All Customer use of software, online services, or software -enabled services in connection with this SOW is pursuant to the terms of the individual license agreement distributed with the service or, in the absence of such an agreement, the Dell Services Acceptable Use Policy ("AUP"), which is available for review at http://www.dell.com/AUP and incorporated in its entirety herein by reference. Confidentiality: All information supplied to Customer for the purpose of this SOW is to be considered Dell confidential. Active Directory Project 1.0 Overview and Shared Objectives The Services' objective is to provide the following assistance: 1. Active Directory Design and Preparation for VDI • AD design/preparation for Virtual Desktop Infrastructure specific to the installation of 100 VMWare View virtual machines. • Additional OU's will be created as necessary for administration 2. Group Policy Objects (GPO) will be specific to customization of virtual machines and not user specific settings. • Design and implementation will consist of GPO creation and assignment to Active Directory OU's specified by the customer • GPO Testing will confirm appropriate changes to clients within the specified OU's Dell agrees to deliver to Customer the Services described in Section 3 herein. 2.0 Project Scheduling This project is estimated to one (1) contiguous day. Phase Estimated Duration Active Directory 1 Day Total 1 Day 3.0 Project Scope and Definition Dell will perform the tasks for this Service as follows Active Directory Project Deliverable Active Directory Description • Active Directory Design/Prep • GPO Customization As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Active Directory/GPO Deliverable Description Written document which will include: • High level layout of Active Directory environment at the time of the engagement as it pertains to the VDI Implementation 5.0 Assumptions and Customer Responsibilities Assumptions: Dell may make certain assumptions while specifying the Services and deliverables detailed in this SOW. It is the Customer's responsibility to identify any incorrect assumptions or take immediate action which will make all of Dell's assumptions correct. Dell has made the following specific assumptions while specifying the Services detailed in this SOW: 1. If the assumptions used to develop the SOW are found to be incorrect, the parties agree to meet and negotiate, in good faith, equitable changes to the SOW, Service Levels and/or Fee Schedule, as appropriate. City of Rounick Rock ___. Active Directory Project 2. The prices for the Services are based on Customer's environment as known by Dell at the time of execution of this SOW. If the volumes, consumption factors or requirements change by +/- five (5%) percent, Dell will adjust the pricing to reflect these changes. 3. The resources to perform the Services shall be available (including any travel time) Monday through Friday, 8:00 a.m. to 5:00 p.m. local Customer time (excluding nationally -observed holidays) based on a forty (40) hour week, unless previously agreed upon between Customer and Dell. 4. Dell reserves the right to perform portions of the work remotely according to a schedule mutually agreed to by both Customer and Dell. 5. A typical schedule involves working remotely at least one business day per week to complete deliverables and/or any applicable documentation. Additional fees may apply for travel/Services outside of this timeframe. 6. This SOW includes travel to one domestic location(s) within the continental United States as detailed in this SOW. Any additional travel to other locations is considered out of scope and will require the approval of Customer via the change control process detailed in this SOW. 7. Dell is not responsible for resolving compatibility or other issues that cannot be resolved by the manufacturer or for configuring hardware or software in contradiction to the settings supported by the manufacturer. 8. Dell is not responsible for project or Service delivery delays caused by Customer facility or personnel challenges. 9. Completing transition within the agreed timeframe is contingent upon Dell receiving the necessary Customer information and gaining access to the necessary Customer resources, personnel, and facilities in a timely manner. 10. Dell's pricing does not assume the responsibility of any Customer or third party personnel, hardware, software, equipment or other assets currently utilized in the Customer's operating environment. 11. Dell reserves the right to sub -contract portions or all of the requested Services. 12. Warranty services will be provided within the scope defined for the VDI implementation and will not exceed 8 hour per month. 13. Customer is responsible for all necessary hardware/software and appropriate licensing as required for implementation. 14. It is assumed that Active Directory is in a healthy state as per Microsoft Best Practices and Specifications 15. Any changes or work performed for the remediation of Active Directory will result in a change order. 16. Payment for Services is a Fixed Fee of US $0 provided that the city chooses Dell for the VDI implementation. Not Included With This Service: 1. Other services not specifically defined in this SOW are out of scope. Customer Responsibilities: ound Rock_ Active Directory Project Both Customer and Dell are responsible for collaborating on the execution of the Services. Dell's responsibilities have been set forth elsewhere in this SOW. Customer agrees generally to cooperate with Dell to see that the Services are successfully completed. Customer agrees to the following assigned responsibilities: 1. Prior to the start of this SOW, Customer will indicate to Dell in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the "Customer Contact"). Failure to do so might result in an increase in project hours and/or length in schedule. 2. Customer will provide technical points -of -contact, who have a working knowledge of the enterprise components to be considered during the Services ("Technical Contacts"). Dell may request that meetings be scheduled with Technical Contacts. 3. The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements. 4. The Customer Contact will ensure that any communication between Customer and Dell, including any scope -related questions or requests, are made through the appropriate Dell Project Manager. 5. The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service. 6. The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations. 7. The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. 8. Customer may be responsible for developing or providing documentation, materials and assistance to Dell and agrees to do so in a timely manner. Dell shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer's failure to provide such timely documentation, materials and assistance. 9. The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site, a safe working environment, an adequate office space, and parking as required. 10. Customer will inform Dell of all access issues and security measures, and provide access to all necessary hardware and facilities. 11. Customer is responsible for providing all hardware, software, telephone Internet access, and facilities in a timely manner for the successful completion of the Services. Facilities and power must meet Dell's requirements for the products and Services purchased. 12. Customer agrees to complete a customer satisfaction survey. Data Backup • Customer will complete a backup of all existing data and programs on affected systems prior to Dell arriving at the location to deliver this Service. DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS. Active Directory Project 6.0 Change Control Process The "Change Control Process" is the process that governs changes to the scope of the Services during the term of this SOW. The Change Control Process will apply to new Services components and to enhancements of existing Services. A written "Change Order" will be the vehicle for communicating any desired changes to the Services. It will describe the proposed change to Services scope, pricing, resources, tasks, and deliverables; the reason for the change; related assumptions and Customer responsibilities; and the schedule and price impacts of the change. The Dell Project Manager will draft the Change Order document based on discussions with Customer and Dell team. Only changes included in a Change Order signed by both Customer and Dell will be implemented. In some cases, a Change Order will authorize Dell to study the impacts that a proposed change will have in terms of required changes to Services scope, schedule, and price. If, upon completion of the study, Customer agrees to proceed with an identified scope change, the Dell Project Manager will draft a separate Change Order to detail the specifics associated with that change. 7.0 Dell Personnel Skills and Qualifications Dell, will, at its sole discretion, determine the number of personnel and the appropriate skill sets necessary to complete the Services. Customer understands that Dell resources may include employees of Dell and/or a service provider or subcontractor to Dell. Dell personnel may work on-site at Customer location or off-site at a Dell or other location as determined by the needs of the Services and by specific agreement of the Customer project manager. Dell has identified the following initial resource levels for these Services. Key responsibilities for the resources are identified below. Project Manager (PM) • Single point of contact and accountability for successful delivery of the Services Maintain focus on time, cost and scope • Coordinate and facilitate kick-off, status, deliverable review and closeout meetings • Establish and manage the Services schedule, communications and status reporting • Provide up to one status call and one brief status report per week • Identify, monitor and manage Services risk, issues and escalations • Facilitate change management as needed • Confirm the Services delivered are in accordance with the SOW • Obtain deliverable and Service completion acceptance from Customer • Project management activities are conducted remotely Dell Senior Active Directory Consultant • Develop a pre -project discovery questionnaire based on existing environment • Perform the on-site Discovery Stage including conduct of interviews with Customer staff Active Directory Project • Review input from the pre -project discovery questionnaire to prepare for the on-site discovery • Design and implement Active Directory forests/domains • Design and implement DNS, DHCP, WINS • Experienced in Active Directory migrations • Experienced in file server migrations • Experienced with Exchange migrations • Report status and communication • Coordinate with the Project Manager to attempt to remove any barriers • Coordinate Project meetings (as appropriate) 8.0 Payment Criteria Fixed Fee: Payment for Services is a Fixed Fee of US $2,637.10. Dell BAFONalue Add Funding if City of Round Rock awards Dell as the partner for the VDI project - related services: $2,637.10 Total due from City of Round Rock (if awards Dell as the partner for the VDI project -related services): SO Invoice/Payment Terms: Invoice for Services will be issued upon receipt of Customer signature of this SOW. Payment is due thirty (30) days from date of invoice. Expenses: Expenses are included in the Fixed Fee price. Unless the scope changes; Dell will not charge any additional expenses in connection with delivering the Services without the express written consent of Customer. Additional expenses include Service related expenses including actual, reasonable and necessary travel and living expense. Taxes: Dell's pricing does not include applicable local taxes. Scope Changes: Additional fees may apply if Customer changes or expands the scope of the Services. Any additional work that is required outside the scope of this SOW requires written approval by Customer and Dell as described in the Change Control Process detailed in this SOW. Services Scheduling: Services may not be scheduled or commenced until the Purchase Order (if any) and signed SOW is received by Dell. Upon receipt of a signed SOW and Purchase Order, a Dell Project Manager will typically contact you within 7 business days to begin Services scheduling. Services Scheduling will be based upon Customer's schedule preferences/requirements and the availability of required resources. Pricing: The terms offered by Dell under this SOW (including but not limited to the pricing) shall be valid for thirty (30) days following initial delivery of this SOW to Customer. In the event this SOW is executed by Customer after such thirty (30) day period, Dell may in its sole discretion, (i) accept the SOW on the stated terms or (ii) reject such SOW and may provide Customer with a revised SOW setting forth any necessary updates to the terms of the previous SOW. 9.0 Termination Active Directory Project Customer may terminate this SOW for convenience upon providing Dell with thirty (30) days written notice. Upon any termination of this SOW or the associated Agreement, Customer shall pay all of Dell's unpaid fees and out-of-pocket expenses accrued through the effective date of such termination. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied for fifteen (15) days, Dell may suspend its performance until payment is received or terminate this SOW and the associated Agreement upon written notice. 10.0 Order of Precedence This SOW, together with the Purchase Order (if any) and the Agreement, states all of the rights and responsibilities of, and supersedes all prior and contemporaneous oral and written communications between Dell and Customer regarding this Service. The use of pre-printed forms, such as Purchase Orders, will be for convenience only, and all pre-printed terms and conditions stated on such forms will not apply to this Agreement. Should a conflict arise between the terms of the Purchase Order, SOW and Agreement, the following order of precedence shall be followed: first, the SOW, second the Agreement, and third the Purchase Order (if any); provided, however, that any terms and conditions printed on the Purchase Order shall not apply. Active Directory Project 11.0 Signature Please fax or email a copy of your Purchase Order and this signed SOW (with all pages in full) to 512- 283-7899 or US DPS Project Administrationdell.com, Attention: Dell — Intake Manager. The Purchase Order amount should include estimated expenses if they are billable. Title: Title: Date: Date: • City of Round Rock Contact Summary Active Directory Project Customer Primary Contact for Service CITY OF ROUND ROCK Customer Number: 595709406 Contact Name: Joy Baggett, City of Round Rock, Purchasing Phone: 512-218-6682 Email: jbaggett@round-rock.tx.us Date 11/17/2010 Dell Services Solutions Architect Contact Erinn Webber Title: Solutions Architect Dell Global Services Phone: (281) 302-6517 Email: Erinn_Webber@Dell.com Customer Billing Contact CITY OF ROUND ROCK 221 E. Main Street Round Rock, TX 78664 512-218-6682 Dell Segment Contact Samantha Slate Phone: 512-728-5648 Email: Samantha_slate@dell.com Location Where Work Will Be Performed 221 E. Main Street Round Rock, TX 78664 Dell Opportunity Number 1924118 Submitted to: City of Round Rock Submitted by: Roy Stanyer Dell Global Services 11/22/2010 Copyright 2010. Dell Inc. All rights reserved. Table of Contents Table of Contents 1.0 Overview and Shared Objectives 3 2.0 Project Scheduling 5 3.0 Project Scope and Definition 5 4.0 Deliverables 6 5.0 Assumptions and Customer Responsibilities 6 6.0 Change Control Process 9 7.0 Dell Personnel Skills and Qualifications 9 8.0 Payment Criteria 10 9.0 Termination 11 10.0 Order of Precedence 11 11.0 Signature 12 Contact Summary 13 Appendix — Dell Training and Education Services 14 Appendix — Training Recommendations — VMware 15 © Copyright 2010. Dell Inc. All rights reserved. City of Round Rock Enterprise Deployment VMWare View e+s:eatac a:+al Statement of Work For City of Round Rock This Statement of Work ("SOW") is between Dell Marketing L.P. CONFIDENTIAL ("Dell"), and City of Round Rock ("City of Round Rock" or "Customer") for the services described in this SOW (individually, the "Service" or collectively, the "Services") and is effective as of the date last executed in the Signature section below. The services shall be performed in accordance with this SOW and the State of Texas Department of Information Resources Contract DIR-SDD-890-TX. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. All Customer use of software, online services, or software -enabled services in connection with this SOW is pursuant to the terms of the individual license agreement distributed with the service or, in the absence of such an agreement, the Agreement. Confidentiality: All information supplied to Customer for the purpose of this SOW is to be considered Dell confidential. Enterprise Deployment VMWare View 1.0 Overview and Shared Objectives The Services' objective is to provide the following assistance: Enterprise Deployment • Install three (3) PowerEdge R710 Rack Mounted Servers • Install/configure one (1) EqualLogic PS6000XVS iSCSI Storage Area Network VMWare View Virtual Desktop Infrastructure Installation: Provide assistance in the initial implementation of the new VMWare View Virtual Desktop Infrastructure environment, including linked cloned technology for up to (100) VMs (Virtual Machines). • (3) PowerEdge R710 servers acting as VMWare hosts • (1) VMWare View server running on a VMWare VM ( Virtual Machine ) • Shared storage will reside on an EqualLogic PS6000XVS iS CSI Storage Area Network • (1) Appsense server running on VMWare VM ( Virtual Machine ) • (1) Installation and configuration of Wyse Device Manager server on VMWare VM ( Virtual Machine ) Enterprise Deployment VMWare View • Installation and customization of up to (5) Windows 7 VM ( Virtual Machine) images • Installation and implementation of up to (100) VMs for Virtual Desktop Infrastructure • Set guidelines for Wyse thin client connectivity to VMWare View broker for specific end user profiles. • Installation and customization of Appsense Personality Store (Appsense Option: 8 Hours) This implementation will utilize Dell best practices and will begin with a project kickoff meeting which will be followed by a one day design session to detail the layout of the VMWare View Virtual Desktop Configuration. Next, working with City of Round Rock staff, Dell will build out the new VMWare View Virtual Desktop Infrastructure. Once the new environment has been built, Dell will work with the City of Round Rock staff to install and customize up to (5) Windows 7 VM images on up to (100) linked -cloned VMs. Upon completion of the engagement Dell will provide detailed documentation which will include: • Layout of VMWare View environment as built at of the completion of the engagement. • Encountered issues and resolution. • Recommendation/Best Practices. • Installation/configuration methodologies One Year Warranty • Warranty services will be provided within the scope defined for the VDI implementation o Once PM is notified of need, SLA turnaround is 12 business hours o Hours can be used remotely or onsite, dependent on need o Will be used in 1 hour increments • Months 1-3 of warranty period will not exceed 26 hours per month o Monitored telephone number will be provided to customer with 30 minute call-back o Dispatch • Remote Support — 24/7 1 hour response (Customer must provide remote access to VDI resources with designated point -of -contact) • Onsite Support — 4 hour onsite response (Excludes holidays and weekends) • Months 4-12 of warranty period will not exceed 2 hours per month. o Monitored telephone number will be provided to customer with 4 hour call-back o Dispatch • Remote Support — 24/7 4 hour response (Customer must provide remote access to VDI resources) • Onsite Support — 8 hour onsite response (Excludes holidays and weekends) • Hours will expire monthly Enterprise Deployment VMWare View Staff Training • Provide one (1) Virtual Desktop Infrastructure Consultant to Customer to function as a supplemental resource in Customer's current me /T organization, working at the direction of the Customer, for the Customer site identified in the Contract Summary of this SOW. The term of this SOW shall be for a maximum of two (2) days. Such resource will be available only in increments of twenty-four (24) hours over a consecutive two (2) day period, as scheduled and agreed to by both parties Dell agrees to deliver to Customer the Services described in Section 3 herein. 2.0 Project Scheduling This project is estimated to take for 3 weeks and 2 days unless sooner terminated in whole or in part according to the terms of the Agreement. Phase Enterprise Deployment VDI Implementation Staff Training TOTAL Estimated Duration 5 days 10 days 2 days 17 days 3.0 Project Scope and Definition Dell will perform the tasks for this Service as follows: Phase Tasks Enterprise Deployment • Installation of (3) PowerEdge R710 Servers • Installation/Configuration (1) EqualLogic PSX6000XVS SAN VDI Implementation • Installation of 1 VMWare View server • Installation of VMWare ESXi on up to (3) servers • Provision servers per customer requirements • Work with Dell SAN Engineer to provision shared storage • Patch servers to current patch levels • Ensure that VMWare ESXI servers can see the storage properly: • VMWare ESXi Server provisioning via Virtual Center Server. City of, Round Rock.=_. Enterprise Deployment VMWare View As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Enterprise Deployment Implementation Deliverable VDI Implementation Deliverable Description Written document which will include: • High level layout of server environment at the time of the engagement Written document which will include: • High level layout of VDI environment as built at the time of the engagement • Recommendation/Best Practices • Installation/configuration methodologies Method of Delivery PDF or Word or Visio (digital) PDF or Word or Visio (digital) 5.0 Assumptions and Customer Responsibilities Assumptions: Marketing r °'CONFiWENiir" • • • Virtual machine creation and configuration Template creation of virtual machines Guest operating system customization of virtual machines • Link -Cloning of virtual machines • Installation ofAppsense server (8 hours) • Configuration of Appsense Personality Store • Installation of Wyse Device Manager • Configuration of Wyse thin clients to communicate and report into WDM ( Wyse Device Manager ) • Set installation guidelines for City of Round Rock IT Staff deploying Wyse thin clients for specific end user profiles. Staff Training • Training for 8 IT Staff Members As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Enterprise Deployment Implementation Deliverable VDI Implementation Deliverable Description Written document which will include: • High level layout of server environment at the time of the engagement Written document which will include: • High level layout of VDI environment as built at the time of the engagement • Recommendation/Best Practices • Installation/configuration methodologies Method of Delivery PDF or Word or Visio (digital) PDF or Word or Visio (digital) 5.0 Assumptions and Customer Responsibilities Assumptions: Marketing r °'CONFiWENiir" Enterprise Deployment VMWare View Dell may make certain assumptions while specifying the Services and deliverables detailed in this SOW. It is the Customer's responsibility to identify any incorrect assumptions or take immediate action which will make all of Dell's assumptions correct. Dell has made the following specific assumptions while specifying the Services detailed in this SOW: 1. If the assumptions used to develop the SOW are found to be incorrect, the parties agree to meet and negotiate, in good faith, equitable changes to the SOW, Service Levels and/or Fee Schedule, as appropriate. 2. The prices for the Services are based on Customer's environment as known by Dell at the time of execution of this SOW. If the volumes, consumption factors or requirements change by +/- five (5%) percent, Dell will adjust the pricing to reflect these changes. 3. The resources to perform the Services shall be available (including any travel time) Monday through Friday, 8:00 a.m. to 5:00 p.m. local Customer time (excluding nationally -observed holidays) based on a forty (40) hour week, unless previously agreed upon between Customer and Dell. 4. Dell reserves the right to perform portions of the work remotely according to a schedule mutually agreed to by both Customer and Dell. 5. A typical schedule involves working remotely at least one business day per week to complete deliverables and/or any applicable documentation. Additional fees may apply for travel/Services outside of this timeframe. 6. This SOW includes travel to one domestic location(s) within the continental United States as detailed in this SOW. Any additional travel to other locations is considered out of scope and will require the approval of Customer via the change control process detailed in this SOW. 7. Dell is not responsible for resolving compatibility or other issues that cannot be resolved by the manufacturer or for configuring hardware or software in contradiction to the settings supported by the manufacturer. 8. Dell is not responsible for project or Service delivery delays caused by Customer facility or personnel challenges. 9. Completing transition within the agreed timeframe is contingent upon Dell receiving the necessary Customer information and gaining access to the necessary Customer resources, personnel, and facilities in a timely manner. 10. Dell's pricing does not assume the responsibility of any Customer or third party personnel, hardware, software, equipment or other assets currently utilized in the Customer's operating environment. 11. Dell reserves the right to sub -contract portions or all of the requested Services. 12. Warranty services will be provided within the scope defined for the VDI implementation and will not exceed 8 hour per month. 13. Remote warranty support will require VPN remote access to VDI resources with designated point -of -contact 14. Customer is responsible for notification of all scheduled upgrades/updates or other major network events that could impact VDI deployment. 15. Customer is responsible for installation of all 100 terminals. 16. Customer is responsible for base image of Wyse C90LEW thin client and installation of VMWare View Client City of Round Rock Enterprise Deployment VMWare View 17. Customer is responsible for all necessary hardware/software and appropriate licensing as required for implementation. 18. Customer will make available all necessary software to be included in the developed images at the beginning of the project, complete with all media and licensing information. 19. All configuration of physical network environment including the configuration of VLANS and trunking will be the responsibility of Customer. 20. All configurations of Active Directory specific features is the responsibility of customer to prepare prior to creation of virtual machines. 21. It is the assumption that the customer understands the limitations of virtual desktop infrastructure in regards to USB redirection of supported peripherals and multi -media redirection with support to specific codecs. Customer Responsibilities: Both Customer and Dell are responsible for collaborating on the execution of the Services. Dell's responsibilities have been set forth elsewhere in this SOW. Customer agrees generally to cooperate with Dell to see that the Services are successfully completed. Customer agrees to the following assigned responsibilities: 1. Prior to the start of this SOW, Customer will indicate to Dell in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the "Customer Contact"). Failure to do so might result in an increase in project hours and/or length in schedule. 2. Customer will provide technical points -of -contact, who have a working knowledge of the enterprise components to be considered during the Services (Technical Contacts"). Dell may request that meetings be scheduled with Technical Contacts. 3. The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements. 4. The Customer Contact will ensure that any communication between Customer and Dell, including any scope -related questions or requests, are made through the appropriate Dell Project Manager. 5. The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service. 6. The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations. 7. The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. 8. Customer may be responsible for developing or providing documentation, materials and assistance to Dell and agrees to do so in a timely manner. Dell shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer's failure to provide such timely documentation, materials and assistance. Enterprise Deployment VMWare View 9. The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site, a safe working environment, an adequate office space, and parking as required. 10. Customer will inform Dell of all access issues and security measures, and provide access to all necessary hardware and facilities. 11. Customer is responsible for providing all hardware, software, telephone Internet access, and facilities in a timely manner for the successful completion of the Services. Facilities and power must meet Dell's requirements for the products and Services purchased. 12. Customer agrees to complete a customer satisfaction survey. Data Backup • Customer will complete a backup of all existing data and programs on affected systems prior to Dell arriving at the location to deliver this Service. DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS. 6.0 Change Control Process The "Change Control Process" is the process that governs changes to the scope of the Services during the term of this SOW. The Change Control Process will apply to new Services components and to enhancements of existing Services. A written "Change Order" will be the vehicle for communicating any desired changes to the Services. It will describe the proposed change to Services scope, pricing, resources, tasks, and deliverables; the reason for the change; related assumptions and Customer responsibilities; and the schedule and price impacts of the change. The Dell Project Manager will draft the Change Order document based on discussions with Customer and Dell team. Only changes included in a Change Order signed by both Customer and Dell will be implemented. In some cases, a Change Order will authorize Dell to study the impacts that a proposed change will have in terms of required changes to Services scope, schedule, and price. If, upon completion of the study, Customer agrees to proceed with an identified scope change, the Dell Project Manager will draft a separate Change Order to detail the specifics associated with that change. 7.0 Dell Personnel Skills and Qualifications Dell, will, at its sole discretion, determine the number of personnel and the appropriate skill sets necessary to complete the Services. Customer understands that Dell resources may include employees of Dell and/or a service provider or subcontractor to Dell. Dell personnel may work on-site at Customer location or off-site at a Dell or other location as determined by the needs of the Services and by specific agreement of the Customer project manager. Dell has identified the following initial resource levels for these Services. Key responsibilities for the resources are identified below. Project Manager (PM) • Single point of contact and accountability for successful delivery of the Services City of Round Rock Enterprise Deployment VMWare View =' _. aim- a. Ys.ew rrxoen:t't .... mr..gs ie' emsa- a laari;' r: zautesmwratt$ K:m+eecr • Maintain focus on time, cost and scope • Coordinate and facilitate kick-off, status, deliverable review and closeout meetings • Establish and manage the Services schedule, communications and status reporting • Provide up to one status call and one brief status report per week • Identify, monitor and manage Services risk, issues and escalations • Facilitate change management as needed • Confirm the Services delivered are in accordance with the SOW • Obtain deliverable and Service completion acceptance from Customer • Project management activities are conducted remotely • Project management activities are conducted remotely, with minimal onsite time (e.g., kickoff, deliverable review, closeout) Virtualization Consultant • Provide technical direction and expertise • Understand server architecture, technology and product requirements • Oversee day-to-day execution of tasks • Coordinate with Project Manager and Executive Sponsor to ensure barriers are removed • Develop and assigns tasks 8.0 Payment Criteria Fixed Fee: Payment for Services is a Fixed Fee of US $60,273.73 Invoice/Payment Terms: Invoice for Services will be issued upon receipt of Customer signature of this SOW. Payment is due thirty (30) days from date of invoice. Expenses: Expenses are included in the Fixed Fee price. Unless the scope changes; Dell will not charge any additional expenses in connection with delivering the Services without the express written consent of Customer. Additional expenses include Service related expenses including actual, reasonable and necessary travel and living expense. Taxes: Dell's pricing does not include applicable local taxes. Scope Changes: Additional fees may apply if Customer changes or expands the scope of the Services. Any additional work that is required outside the scope of this SOW requires written approval by Customer and Dell as described in the Change Control Process detailed in this SOW. Services Scheduling: Services may not be scheduled or commenced until the Purchase Order (if any) and signed SOW is received by Dell. Upon receipt of a signed SOW and Purchase Order, a Dell Project Manager will typically contact you within 7 business days to begin Services scheduling. Services Scheduling will be based upon Customer's schedule preferences/requirements and the availability of required resources. Pricing: The terms offered by Dell under this SOW (including but not limited to the pricing) shall be valid for thirty (30) days following initial delivery of this SOW to Customer. In the event this SOW is executed Enterprise Deployment VMWare View by Customer after such thirty (30) day period, Dell may in its sole discretion, (i) accept the SOW on the stated terms or (11) reject such SOW and may provide Customer with a revised SOW setting forth any necessary updates to the terms of the previous SOW. 9.0 Termination Customer may terminate this SOW for convenience upon providing Dell with thirty (30) days written notice. Upon any termination of this SOW or the associated Agreement, Customer shall pay all of Dell's unpaid fees and out-of-pocket expenses accrued through the effective date of such termination. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied for fifteen (15) days, Dell may suspend its performance until payment is received or terminate this SOW and the associated Agreement upon written notice. 10.0 Order of Precedence This SOW, together with the Purchase Order (if any) and the Agreement, states all of the rights and responsibilities of, and supersedes all prior and contemporaneous oral and written communications between Dell and Customer regarding this Service. The use of pre-printed forms, such as Purchase Orders, will be for convenience only, and all pre-printed terms and conditions stated on such forms will not apply to this Agreement. Should a conflict arise between the terms of the Purchase Order, SOW and Agreement, the following order of precedence shall be followed: first, the SOW, second the Agreement, and third the Purchase Order (if any); provided, however, that any terms and conditions printed on the Purchase Order shall not apply. 11.0 Signature Enterprise Deployment VMWare View Please fax or email a copy of your Purchase Order and this signed SOW (with all pages in full) to 512- 283-7899 or US DPS Project Administration W..dell.com, Attention: Dell — Intake Manager. The Purchase Order amount should include estimated expenses if they are billable. City of Round Rock Dell Marketing L.P. CONFIDENTIAL By: By: Print Name: Print Name: Title: Title: Date: Date: City of Round Rock Contact Summary Enterprise Deployment VMWare View Customer Primary Contact for Service City of Round Rock Customer Number: 595709406 Contact Name — Joy Baggett, City of Round Rock Purchasing Phone — 512.218.6682 Email—jbaggett@round-rock.tx.us Date 11/22/2010 Dell Services Contact Roy Stanyer Title: Solutions Architect Dell Global Services Email: Clayton_Stanyer@Dell.com Customer Billing Contact City of Round Rock 512.218.6682 221 E Mn St Round Rock, TX 78664 Dell Segment Contact Samantha Slate Phone: (512) 921-5786 Email: Samantha_Slate@dell.com Location Where Work Will Be Performed 221 E Mn St Round Rock, TX 78664 Dell Opportunity Number 1924118 ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Agenda Item No. 10D2. City Council Agenda Summary Sheet Consider a resolution authorizing the Mayor to execute the Customer Master Service Agenda Caption: Agreement (Appendix D) and two Scopes of Work for the Virtual Desktop Project. Meeting Date: January 13, 2011 Department: Administration/ITC Staff Person making presentation: Don Heflin User Support Manager Item Summary: This request is for approval and execution of the Customer Master Services Agreement and Scope of Work for the requested server based Virtual Desktop Infrastructure (VDI) computing solution is for a pilot program within the City. The proposed VDI shall provide additional computing power to City personnel while reducing operating costs while allowing IT to centrally manage users' desktop profiles from a centralized server versus 100 individual desktops, saving on time and manpower. Additionally, thin clients last much longer, are more energy efficient, makes asset management and disposal easier and are less expensive to replace than a standard desktop. This is a cooperative purchase from the State Department of Information Resources (DIR). The IT Department obtained competitive and comparative pricing to verify this solution was a best value purchase for the City. Strategic Plan Relevance: 8.0 — Maintain and enhance public confidence, satisfaction and trust in City Government Cost: N/A Source of Funds: N/A Date of Public Hearing (if required): N/A Recommended Action: Approval COPY Dell I Services Dell Marketing L.P. One Dell Way Round Rock, TX 78682 "Dell" Appendix D ster Services Agreement Between and "DIR Customer" THIS CUSTOMER MASTER SERVICES AGREEMENT, effective as of the invoice date (the "Agreement"), is made between the DIR customer ("Customer") and the Dell entity identified on Customer's invoice ("Dell"). These Terms are a part of DIR Contract No. DIR-SDD-890. In the event of a conflict between the provisions herein and those in the DIR Contract, DIR Contract No. DIR-SDD-890 shall control. "Customer" shall include any DIR eligible Customer, including any of its Affiliates, as defined in DIR Contract No. DIR-SDD-890 approved by Dell to receive Services under this Agreement who purchase Services hereunder and "Dell" shall include any affiliate of Dell with whom an order is placed. Dell and Customer agree to the following terms and conditions: 1. SERVICES DIR Contract No. DIR-SDD-890 and this Agreement shall apply each time Customer engages Dell to provide services. All services provided must be within the scope of DIR Contract No. DIR-SDD-890, and will be described in one or more of the following: (1) "Service Descriptions" detailed in the services agreements available at www.dell.com/servicecontracts or Customer's separate signed service contract with Dell; (2) any mutually agreed "Statement of Work" ("SOW"); or (3) "Technical Specification Form" as applicable (collectively, the "Services"). In the event of a conflict between the terms of this Agreement and a Service Description, SOW, or Technical Specification Form, the terms of these documents will be followed according to the following order of preference: (1) the SOW or Technical Specification Form, (2) the Agreement; and (3) Service Descriptions. "Services" does not include third party branded services ("Third Party Services") that may be purchased from a third party by Customer or sold by Dell as a distributor or sales agent (e.g. extended warranty on third party branded peripherals offered by the manufacturer). 2. TERMS 2.1 Requests for Service; Quotes and Orders. All orders for Services must specify DIR Contract No. DIR-SDD-890, Dell's quotation (if any), and reference the Service(s) requested and invoice address. Customer may place orders in writing, by telephone or by facsimile transmission. Telephone orders must be confirmed in writing or by facsimile. All orders are subject to acceptance by Dell. If Customer orders on-line, Dell may issue to Customer user names and passwords (the "Purchase Codes"). By accepting and using the Purchase Codes, Customer acknowledges the validity of an electronic order, which shall be deemed to be a writing for all purposes hereunder, and agrees to be responsible for full payment of any Services ordered using Customer's Purchase Codes. Customer is responsible for keeping the Purchase Codes confidential and controlling their use. 2.2 Purchases by Affiliates. Unless otherwise agreed in writing, any Customer Affiliate who submits an order to Dell shall have thereby agreed to abide by the terms of this Agreement. Dell, in its sole discretion, may discontinue selling Services to any Customer Affiliate or may require additional payment and/or credit conditions for such Customer Affiliate. 2.3 Customer Affiliate Guaranty. In accordance with Chapter 2251, Texas Government Code, in making payments under this Agreement. and subject to the terms regarding "Purchases by Customer Affiliates" above, in consideration of Dell's agreement to extend credit to Customer's Affiliates at the same or similar level as the credit extended to Customer, Customer hereby unconditionally guarantees complete and timely payment of any and all amounts due to Dell from any Customer Affiliate. 2.4 Prices. The prices charged for Services purchased under this Agreement will be in accordance with DIR-SDD-890 and Dell's then current charges for such services in each Dell region or as quoted by Dell. If the Services are being performed Dell! Services US CMSA Rev. 3 041408 11-11- b1-11,• Page 1 of 6 COPY on a time and materials basis, any estimates provided by Dell are for planning purposes only. Any required deposits are non- refundable. 2.5 Additional Fees; Taxes. As per Section 151.309 Texas Tax Code, certain Customers under this Agreement are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Agreement are exempt from Federal Excise Taxes, 26 United States Codes Sections 42530) and j). Dell agrees to not bill for inapplicable taxes. For any Customers that are not included under Section 151.309 or 26 United States Code Sections 4253(i) and (j), and who cannot produce a tax exemption certificate at Vendor's request, Vendor may charge or bill such Customer for applicable taxes. 2.6 Invoicing and Payment. DIR Customers shall comply with Chapter 2251, Texas Government Code, in making payments under this Agreement. Customer will pay Dell in US dollars, as invoiced by Dell or an affiliate of Dell. Additional charges may apply if Customer requests services that are performed outside contracted hours or are beyond the normal coverage for the particular service. To the extent allowable by Chapter 2251, Texas Government Code, for invoices not paid within thirty (30) days of the invoice date, Dell reserves the right to charge Customer a late penalty charge of one and a half percent (1.5%) per month applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. To the extent authorized by Chapter 2251, Texas Government Code, Dell may, without waiving any other rights or remedies to which it may be entitled, decide not to accept additional orders from Customer and/or seek collection of all amounts due, including reasonable legal fees and costs of collection. 2.7 Term. Unless otherwise stated in DIR Contract No. DIR-SDD-890, this Agreement will begin on the effective date stated above and will continue until terminated in accordance with its terms. Each Service Description, SOW or Technical Specification Form, as applicable, will continue for the term stated therein, unless otherwise terminated pursuant to this Agreement. 2.8 Termination. Unless otherwise stated in DIR Contract No. DIR-SDD-890, either party may terminate this Agreement by providing at least thirty (30) days prior written notice to the other. Termination of the Agreement will not terminate any outstanding Service Description, SOWs, or Technical Specification Forms and the terms of this Agreement will survive such termination to the extent that such terms are incorporated into any outstanding Service Description, SOWs, or Technical Specification Forms. Either party may terminate an individual Service Description, SOW or Technical Specification Form if the other party commits a material breach of such an agreement and the breach is not cured within thirty (30) days of receipt of written notice from the injured party. Termination of one or more Service Description, SOW, or Technical Specification Form, will not terminate this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations and any obligations that expressly or by implication are intended to survive termination. 3. THIRD PARTY PRODUCTS, THIRD PARTY SERVICES, SOFTWARE INSTALLATION "Third Party Products" means any hardware or :software, other than parts that are Dell branded or originally listed on Dell's standard parts list. Third Party Products and/or Third Party Services may be provided by Customer or procured for Customer by Dell, as described by the applicable Service. In the event the Third Party Products procured by Dell are not used for the Services within a reasonable time following purchase of the parts by Dell, the Third Party Products will be shipped and invoiced to Customer and Customer will pay for these parts within thirty (30) days after the date of invoice. Dell is not responsible for the specifications of Third Party Products selected by Customer, including revisions or engineering changes. Some manufacturers' warranties or service contract terms and conditions may become void if Dell or anyone else, other than the manufacturer or its authorized representative, works on the hardware or software. DELL DOES NOT TAKE RESPONSIBILITY FOR THIRD PARTY WARRANTIES OR FOR ANY EFFECT THAT THE DELL SERVICES MAY HAVE ON THOSE WARRANTIES. Except as agreed to in DIR Contract No. DIR-SDD-890, Third Party Services shall be exclusively subject to terms and conditions between the third party and Customer. For software provided by Customer, Customer authorizes Dell (or otherwise obtains the rights for Dell) to copy, install and modify, if necessary (and as required by the Technical Specification Form), all software to be used in the Services or to be recorded in electronic media for subsequent re -installation of backup. Customer warrants to Dell that it has obtained any licenses, consents, regulatory certifications or approvals required to give Dell and its subcontractors or employees the right or license to access, copy, distribute, use and/or install any Third Party Products to be used in the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. 4. PROPRIETARY RIGHTS 4.1. Deliverables. Unless otherwise stated in DIR Contract No. DIR-SDD-890, Dell will retain exclusive ownership in all Deliverables created by Dell hereunder and will own all intellectual property rights, title and interest in any ideas, concepts, know how, documentation or techniques developed by Dell under this Agreement. Subject to payment in full for the applicable Services, Dell grants Customer a perpetual, non-exclusive, non -transferable, royalty -free right to use the Deliverables solely in DOI Services US CMSA Rev. 3 041408 Page 2 of 6 COPY the country(ies) in which Customer does business and solely for Customer's internal use. "Deliverables" means the tangible and intangible materials, including reports, studies, base cases, drawings, findings, software, manuals, procedures and recommendations that are prepared uniquely and exclusively for use by Customer by Dell or its subcontractors in the course of performing the Services and that are specifically identified in a signed Statement of Work as Deliverables. 4.2. Tools & Software. Dell will retain all intellectual property rights with respect to the tools and/or software that Dell uses to deliver the Services. To the extent this provision is consistent with the Texas Public Information Act, any use by Customer, including the execution, reproduction, modification, distribution, transmission, republication, display, transfer or performance, except as specifically permitted by Dell during the term of Services and for the delivery of Services, is strictly prohibited. Additionally, Customer use of software, online services, or software -enabled services in connection with the Services is pursuant to the terms of DIR Contract No. DIR-SDD-890 and the Dell Services Acceptable Use Policy, which is available for review at www.dell.com/termsandconditions. 5. EXPORT; REGULATORY REQUIREMENTS 5.1 Export. Customer acknowledges that the Services sold under this Agreement, which may include technology and software, are subject to the customs and export control laws and regulations of the United States ("U.S.") and may also be subject to the customs and export laws and regulations of the country in which the Services are rendered and/or received. Customer agrees to abide by those laws and regulations. Customer further represents that any software provided by Customer and used as part of the Services contains no encryption or, to the extent that it contains encryption, such software is approved for export without a license. If Customer cannot make the preceding representation, Customer agrees to provide Dell with all of the information needed for Dell to obtain export licenses from the United States government and to provide Dell with such additional assistance as may be necessary to obtain such licenses. Notwithstanding the foregoing, Customer is solely responsible for obtaining any specific licenses relating to the export of software if a license is needed. Dell may also require export certifications from Customer for Customer provided software. Dell's acceptance of any order for Services is contingent upon the issuance of any applicable export license required by the United States Government; Dell is not liable for delays or failure to deliver Services or a product resulting from Customer's failure to obtain such license or to provide such certification. 5.2 Requlatory Requirements. Dell is not responsible for determining if Third Party Products to be used in performance of the Services satisfy the local regulatory requirements of the country to which the products are to be shipped, nor shall Dell be obligated to perform any Services where the resulting products or software do not satisfy the local regulatory requirements. 6. CUSTOMER RESPONSIBILITIES It is the Customer's responsibility to backup data on Customer's system. DELL IS NOT RESPONSIBLE FOR LOSS OF OR RECOVERY OF DATA, PROGRAMS, OR LOSS OF USE OF SYSTEM(S) OR NETWORK arising out of the Services or support or any act or omission, including negligence, by Dell or a third -party service provider. Customer acknowledges that Dell's performance and delivery of the Services are contingent upon: (i) Customer providing safe and hazard -free access to its personnel, facilities, equipment, hardware, software, network and information, and (ii) Customer's timely decision-making, notification of relevant issues or information and granting of approvals and/or permission. Customer will promptly obtain and provide to Dell any required licenses, approvals or consents necessary for Dell's performance of the Services. To the extent this provision is consistent with the Texas Public Information Act, Information disclosed by Customer pursuant to a separate Nondisclosure Agreement ("NDA") signed by both parties will be protected under the terms of the NDA. To the extent consistent with the Texas Public Information Act, Customer acknowledges that any information or data disclosed or sent to Dell that is not protected under a separate NDA is not confidential or proprietary to Customer. 7. LIMITATION OF SERVICES Except as stated below, when Services consist of repair of Dell -branded systems, such Services shall be those repair services that are necessary because of any existing defect or a defect occurs in materials or workmanship in the system or in any system component covered by this Agreement. Preventive maintenance is not included. Repairs necessitated by software problems, or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not included. Unless otherwise provided in the SOW, Services do not include repair of any system or system component which has been damaged as a result of: (i) accident, misuse, or abuse of the system or component (such as, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by anyone other than Dell (or its representatives), (11) an act of God such as, but not Dell1 Services US CMSA Rev. 3 041408 Page 3 of 6 COPY limited to, lightning, flooding, tornado, earthquakes, and hurricanes, or (iii) the moving of the system from one geographic location to another or from one entity to another. 8. LIMITED WARRANTY & LIMITATION OF LIABILITY 8.1 Limited Warranty. TO THE EXTENT CONSISTENT WITH DIR CONTRACT NO. DIR-SDD-890, DELL WARRANTS THAT SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE, DELL MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY RELATING TO THIRD PARTY PRODUCTS OR THIRD PARTY SERVICES; ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN CONDUCTING SERVICES; ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES OR THE RESULTS OF ANY RECOMMENDATION DELL MAY MAKE; AND,ANY IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, MERCHANTABILITY, SUITABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE DELIVERABLES OR OF ANY SYSTEM THAT MAY RESULT FROM THE IMPLEMENTATION OF ANY RECOMMENDATION DELL MAY PROVIDE. 8.2 Limitation of Liability. TO THE EXTENT CONSISTENT WITH DIR CONTRACT NO. DIR-SDD-890, NEITHER CUSTOMER, DELL NOR DELL'S SUBCONTRACTORS WILL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED BY DELL EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DELL SHALL NOT HAVE LIABILITY FOR (I) LOSS OF INCOME, PROFIT, OR SAVINGS, WHETHER DIRECT OR INDIRECT, (II) LOST OR CORRUPTED DATA OR SOFTWARE, OR (111) PRODUCTS NOT BEING AVAILABLE FOR USE. EXCEPT FOR CLAIMS THAT THE SERVICES (EXCLUDING THIRD PARTY PRODUCTS) CAUSED BODILY INJURY (INCLUDING DEATH) DUE TO DELL'S NEGLIGENCE OR WILLFUL MISCONDUCT, DELL'S TOTAL LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, ANY SERVICES PURCHASED PURSUANT TO THIS AGREEMENT AMOUNTS CUSTOMER FOR THE SPECIFIC SERVICE(S) GIVING RISE TOSUCH CLAIM DURING THE PRIOR TWELVE MONTH PERIOD. 8.3 High Risk Application Disclaimer. Dell has not tested or certified its products, Services or deliverables for use in high risk applications including medical life support, medical device, direct physical patient contact, water treatment, nuclear facilities, weapon systems, mass and air transportation control, flammable environments, or any other potentially life critical uses. Customer understands and agrees that Dell makes no assurances that the products, Services or deliverables are suitable for any high-risk uses. 9. INDEMNIFICATION In accordance with DIR Contract No. DIR-SDD-890, and to the extent allowed by Texas law and constitution, Customer accepts responsibility for, and agrees to indemnify and hold Dell harmless from, any and all liability, damages, claims or proceedings arising out of (i) the failure of Customer to obtain the appropriate license, intellectual property rights, or any other permissions, regulatory certifications or approvals required to support any Service Description, SOW, or Technical Specification Form or Dell's performance of the Services, or (ii) any inaccurate representations regarding the existence of an export license. 10. MISCELLANEOUS ITEMS 10.1 Assignment; Subcontracting. Unless otherwise provided in DIR Contract No. DIR-SDD-890, Service Description, SOW or Technical Specification Form, Customer may not assign this Agreement without the prior written consent of Dell. Subject to compliance with Chapter 2161, Texas Government Code, as required in DIR Contract No. DIR-SDD-890, Dell has the right to hire subcontractors to perform the Services provided that Dell shall remain responsible for the performance of Services under this Agreement, or to assign Services to its affiliates. 10.2 Entire Agreement; Severability. DIR Contract No. DIR-SDD-890 and this Agreement (with attachments) is the entire agreement between Dell and Customer with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between Dell and Customer. No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is void or unenforceable, the remainder of this Agreement will remain in full force and will not be terminated. 10.3 Independent Contractor. The parties are independent contractors. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. 10.4 Force Majeure. Unless otherwise stated in DIR Contract No. DIR-SDD-890, neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in Del I I Services US CMSA Rev. 3 041408 Page 4 of 6 Dell Implementation $60,263.73 VDA Licensing $17,507.00 Servers and Storage $75,543.20 Thin Clients C90 LEW's $42,151.00 Sql Licensing $2,407.80 Total $197,872.73 EXHIBIT "An COPY D*LL Customer: CITY OF ROUND ROCK Contact: Brian Finger Customer # : 319040 Phone: (512) 218-5400 Fax: E-mail brianf@round-rock.tx.us Date of Issue: Nov 30, 2010 Dell Customer Confidential Quotation Quote Number: CXW10113006 Quote Expires: Dec 31, 2010 PLEASE SEE IMPORTANT TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION Celeste WIiliams Inside Account Manager 850 Asbury Dr. Buffalo Grove, IL 60089 P: (847) 465-3700 F: (866) 549-8212 Celeste_Wlliams@Dell. com State Contract: DIR-SDD-1014 COPY Product Description VLA VIRTUAL DESKTOP ACCESS PER DEVICE MONTHLY SUBSCRIPTION NOTES EXPIRES- 31 -AUG - 2013 Part # 2583654 Mfg # 4ZF-00030 Quantity 100 Unit Price $175.07 Ext. Price $17,507.00 Notes: MICROSOFT KEYCODE- 888-352-7140 Product Sub Total Grand Total $17,507.00 $17,507.00 USD Quote Prepared By: Celeste Williams Red. 1N2012W1 1) Customer's purchase Is subject to the leans and conditions or the above referenced contract 2) hale/u.. tax Is basad on the "ship to" address on your Invoice. Please Indicate your buabiliy MMus on your pasha. order. N exempt, Customer must have an Ecampdon Cer00oate on Ole, Including non-federal govemnent customers.If you have • questions re: your tax status, please eonteet your Inside sales representative fisted above. 3) Shipments to Callfomta: for certain products,. SMe Environmental Fee of up to 110 per Item maybe applied to your invoke. Pekes 4. not reflect W le tee unless n.led.For more Informa0on, refer to wed v.d.0.cem/envirennenta0ce. This applies unless this provision Is spee0lcatiy excluded In the above referenced contract Page 1 of 1 All product descriptions and pekes an based on latest Infernati.n available and are subject to change wOhin tie terms of the above referenced contract Unless seedbed otharvdce In be above referenced contract. all prises are based on Net30 tans. 0 not shown, OMppIng, handling, taxes and ogler Ms will be added at the lime ofthe order where applicable. Customer undenta0ds and acknowledges that all warrantees, repre0ma0ons and returns are subject to the manufacturer, publisher or distributer guidelines. tri Quote Number 562454985 562455175 562455266 Totals Notes: 11/22(2010 Description VMware ESX Servers Two Quad -core Xeon Processor X5677 (3.46GHz/8MB Cache - Nehalem), 96GB RAM (12x8GB DIMM), Diskless, Two Intel Quad - port GbE NICs, ESXi v4 Embedded with no Subscription (60 -day Trial) and 5 -year Pro Support for IT with Mission Critical Package: 4 Hour 7x24 On -Site Service with Emergency Dispatch Green 10ft Cat6 Patch Cable Shared Storage for VMware View 4Gbps iSCSI Storage array with Dual Controller, Eight 100GB SSD Drives, Eight 450GB/15k SAS Drives, NO Installation and 5 -year Pro Support for IT with Mission Critical Package: 4 -Hour 7x24 On - Site Service with Emer.en Dis.atch City of Round Rock VMware View Hardware - 4 x 1GbE iSCSI Option Model PowerEdge R710 Patch Cables Dell EqualLogic PS6000XVS Quantity 3 32 1 Price Per $ 10,637.68 6.29 $ 43,428.88 Total 31,913.04 201.28 $ 43,428.88 S 75.543.20 COPY DOLL Date: 1112110 8:36:59 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION QUOTE #: Customer #: Contract #: 48ABO CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK 031.913 04 831,913.04 562454985 637224 11/02/2010 Tax: 50.00 Shipping & Handling: 50.00 Shipping Method: Ground Total Number of System Groups: 1 GROUP 1 QUANTITY. 3 SYSTEM PRICE 010.637.668 GROUP TOTAL 031,913.04 Base Ikllt( PE 12710 with Mewl. /or Up to 4, 304nch Hud Ogres and keel 56XXP eca.eom (2244461) Proe.wo: PeW.Edg.R716Shpplrq)330413) Memory: 9608 Memory (12.aGt1, 133361H. Dual Ranked ROOM. W 2 Proe.asom, Optimied13174220 Monitor( Embedded &oedema.o9 EtlmmstMCS with TOE (430.170/) Md.. Card: Intel X.on X6677.340011..1211 Caelm,T,aho, HT. 1337114Ras Mem (317.410) Video Marney: P.woEdg.m15 Heat Stoke Ger 2 110 0 0 0 1 (3174211) Vdeo Wmory: Intel Xeon X5177,3460h; 12M C.ehe,Tnbe, NT, 1333114 MY Mem (317419) HW Odle.: HD 11146-BeWt(341.4111) Hard Orion Controller: No Controller (3414031) Floppy Ol.k dew: PorWmar a Bag S.Mn9 (3304492) Floppy OMk Orton: Power Cord, NEMA 013P lo C13,16 unRweg plug, 10 fe.113 meYr(3104SM) Floppy Otok Oro: Pore Cent HEMA 5-1SPSo C13.15 amp. wall plug, 108.113 mew (310430) Operating System( No Os, No 1/11ly Partition (3414732) Mame: Vl.locc.. v6e..ON (Mango. ,ofos*ph1Pro vReplleabr)b0dey evdw8bn(3304116) Mame: Intoned SO Modulo with 108 !Med (3414728 Moue: Wows EMU .4A201114, 3CPU, Emb.dde4 Trial. No Subscription. SO (421.126) Mame: VM/en ESXI v4.02,1CP11, TdN, Llc.me,S0 (421-1211) Maw: No Hent Drive (341410) MC: Intel Oyablt ET Clued Pot MCPCM4(430064) MC: MMI Gigabit ETQu.d Port MCPC1e4(4300041) Modem: IORAC6 Ento4.In.(4474641) CDROM or OVD.ROM Dd..: 0110 ROM. SATA. INTERNAL (31340112) Sound Card: 8...l (313.759) Speaks.: RM.rMt 2 PCM et e 2 PCM 04 Slot (320-76411) Doeuammdon Diskette: EMcirordc System DoewmnWen and OpenM...g.DVD Mx (3304445) Docummd lo, DInk.W: Deg Manag.wd Console (330420) Feature No RAID, No Controller. No Hud Mime (341414116) Feature Ming Ready Raga WUI. CO IOMon.gemut Arm (3304477) Serve.: Mission Cd0od Packme:44bur 70240n411e Service MM. ElMmenty Dispatch, 4 Yew Extended (9664961) 8.,.I..: Prosuppat: 844 NW( SW Tech Support and Moistens . 6 Year (96114154) Seryl..: Thum you choosing OM ProSuppat For loch support, vbah4.palupportd.5..,.4reSupport reap14004(5194439) SeeMe: Mission Cored P.ekage(446n.r7.240n1311. Serve. with Emergency DMp.5.h, dYeo(M342W) S.wb.: . leg Haodwar.LLMlod Wurwep Mee On ells S.eMe MIMI Year 0934447) geode.: DM Hmdwae Lkebdwamu,cy Extended Year (09344.91) Smoke: MISSION CRITICAL PACKAGE: Enheneed Lnevs,6 Year (99341191) Mite: IMgh Output Power Supply Redundant, 70W (3304413) Mite: No Power Card 7110.009) SALES REP: Tv Gardner PHONE: 512-513-9191 Email Address: ty gardneredell.com Phone Ext: 513-9191 Please review this quote carefully. H complete and accurate, you may place your order online at yvww.dell.com/aro (use quote number above). POs and Payments should be made to Dell Marketing LP. If you do not have a separate agreement with Dell that applies to your order, please refer to www dell.00m/terms as follows' N purchasing for your internal use, your order will be subject to Dei! s Terms and Conditions of $ole -Direct Including Delos U.S. Return Poiicv. at www.dell.cam/retumoolkvNbfal, If purchasing for resale, your order will be subject to Dent Terms and Condition of Sale for Pawns or Entities purchasing to Resell. and othertenns of Delft PartnerDirect oroaram atwww.deN.cem/partner if your order includes services. visit www.dell.cam/serviaroontracts for service descriptions andtenns. Quote Information is valid for U.S. customers and U.S. addresses only, andis-subject to change. Sees tax on products shipped Is based on "Ship To" address, and for downloads is based on BIN To" address. Please indicate any tax-exempt status on your PO, andfax your exemption certificate, with seller listed as Wad Marketing LP, to Doffs Tar Department at 800-433.9023. Please include your Customer Number. For certain products shipped to end-users in California. a State Environmental Fee will be aooted, For Asset Recoverv/Recvclin o Services. visit www.dell.00m/assetrecovery, DLL Date: 1112/10 8:37:59 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION QUOTE #: Customer #: Contract #: 48ABO CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK 5201.28 $201.28 562455175 637224 11/02/2010 Tax: $0.00 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 0 Product RJ -45 CAT 6 550 MHz 8nagless Green Patch Cable -10 R (A0596124) Number of S & A Items: 1 Quanta 32 SOFTWARE & ACCESSORIES Unit Price $6.29 S&A Total Amount: 5201.28 Total $201.28 SALES REP: Ty Gardner PHONE: 512-513-9191 Email Address: ty gardnerOdell.com Phone Ext: 513-9191 Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.com/ato (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your Internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Retum Policy. at www.dell.com/retumpolicv#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities purchasing to Resell. and other terms of Dell's PartnerDirect program at www.dell.com/partner. if your order includes services. visit www.deli.com/servicecontracts for service descriptions and terms. Quote information Is valid for U.S. customers and U.S. addresses only, and Is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads Is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing LP, to Dell's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end-users in California. a State Environmental Fee will be applied. For Asset Recoverv/Recvcling Services. visit www.deil.corn/assetrecoverv. DOLL Date: 1112/10 8:38:45 PM TOTAL QUOTE AMOUNT: Product Subtotal: QUOTATION QUOTE #: Customer #: Contract #: 48ABO CustomerAgreement DIR-SDD-890-TX #: Quote Date: Customer Name: CITY OF ROUND ROCK $43,428.88 $13,428.88 562455266 637224 11/0212010 c.cpY Tax: $0.00 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 1 GROUP 1 QUANTITY: 1 SYSTEM PRICE: 943.229.88 GROUP TOTAL 943.229.88 Base Unit: Dell EqualLogic PS8000XV8,1012 Hybrid arrays, Solid State and SAS 159 Drives (2244171) Processor. 4.4 Terabyte capacity, 9910008 SSD, 9x4500B 15k SAS, Dual Controller, P881100XV S (342-1448) Servla: Misslon Critical Package: 4 -Hour 7924 On -Site Service with Emergency Dispatch, 4 Year Extended (988.7474) Service: ProSupport : 7924 HW 1 SW Tech Support and Assistance , 5 Year (988.7594) Service: Thank you choosing Dell ProSupport. For tech support, visit http://suppatdell.cwn/ProSupport or .111400.9 (999-3439) Sella: Mission Critical Package: 4 -Hour 7324 On -Site Service with Emergency Dispatch, Initial Year (0934920) Service: Dell Hardware Limited Warranty Extended Year (9934919) Service: Dell Hardware Limited Warranty Inlflal Year (093-0027) Service: MISSION CRITICAL PACKAGE: Enhanced Services, 5 Year (993-0997) Servka: EqualLogic Advanced Software Warranty and Servka,7#A Accass,5 Year (994-0328) Instellation: PS array Customer Self Install Support Service (990-0858) Support: Proactive Maintenance Service Declined (926-2979) Product gealLoglc PS Serle. Basic on8guration and Management Online Number o' 5 & A Items 1 Quantl SOFTWARE & ACCESSORIES Unit Price 5199.00 5199.33 Total 8199.00 SALES REP: Ty Gardner PHONE: 512-513-9191 Email Address: ty gardner dell.com Phone Ext: 513-9191 Please review this quote carefully. If complete and accurate, you may place your order online at www.dell,com/ato (use Duote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.defl.comfterns as follows: If purchasing for your Internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct indudino Deli's U.S. Return Policy. at www.dell com/retumooliioylftotal. If purchasing for resale, your order will be subject to Dell's Terns and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect proaram at www.deil.com/partner. Jf your order includes services. visit www.deil.com/servicecontracts for service descriptions and terms. Quote Information is valid for U.S. customers and U.S. addresses only, and Is subject to change. Sales tax on products shipped is based on "Ship To address, and for downloads is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing LP, to Deli's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end-users in Califom)a. a State Environmental Fee wilt be applied. For Asset Recovery/Recycling Services. visit www.dell.com/assetrecovery. DELL Date: 11/22/10 2:42:53 PM QUOTE #: Customer #: Contract #: CustomerAgreement #: Quote Date: Customer Name: Page 1 of 2 QUOTATION COPY 564702045 19780383 48ABO DIR-SDD-890-TX 11/22/10 CITY OF ROUND ROCK TOTAL QUOTE AMOUNT: $42,151.00 Product Quantity Product Subtotal: $42,151.00 CS -CITY OF ROUND ROCKS-C9OLE7 4GF/2GR DVI US (A4423482) 100 Tax: $0.00 Number of S & A Items: 1 Shipping & Handling: $0.00 Shipping Method: Ground Total Number of System Groups: 0 SOFTWARE & ACCESSORIES abraham delgado Product Quantity Unit Price Total CS -CITY OF ROUND ROCKS-C9OLE7 4GF/2GR DVI US (A4423482) 100 $421.51 $42,151.00 Number of S & A Items: 1 S&A Total Amount: $42,151.00 SALES REP: abraham delgado PHONE: 1800-456-3355 Email Address: abraham_delgado@dell.com Phone Ext: 513-0082 Please review this quote carefully. If complete and accurate, you may place your order online at www.dell.com/qto (use quote number above). POs and payments should be made to Dell Marketing L.P. If you do not have a separate agreement with Dell that applies to your order, please refer to www.dell.com/terms as follows: If purchasing for your internal use, your order will be subject to Dell's Terms and Conditions of Sale -Direct including Dell's U.S. Return Policy, at www.dell.com/returnpolicy#total. If purchasing for resale, your order will be subject to Dell's Terms and Condition of Sale for Persons or Entities Purchasing to Resell, and other terms of Dell's PartnerDirect program at www.dell.com/partner. If your order includes services, visit www.dell.com/servicecontracts for service descriptions and terms. Quote information is valid for U.S. customers and U.S. addresses only, and is subject to change. Sales tax on products shipped is based on "Ship To" address, and for downloads is based on "Bill To" address. Please indicate any tax-exempt status on your PO, and fax your exemption certificate, with seller listed as Dell Marketing L.P, to Dell's Tax Department at 800-433-9023. Please include your Customer Number. For certain products shipped to end-users in California, a State Environmental Fee will be applied. For Asset Recovery/Recycling Services, visit www.dell.com/assetrecovery. file://C:\Documents and Settings\jkgayle\Local Settings\Temporary Internet Files\OLK1\Quote_564702... 12/20/2010 D�LL Customer: CITY OF ROUND ROCK Contact: Brian Finger Customer # : 319040 Phone: (512) 218-5400 Fax: E-mail brianf@round-rock.tx.us Date of Issue: Nov 15, 2010 Dell Customer Confidential Quotation Quote Number: CXW10110221-R01 Quote Expires: Nov 30, 2010 PLEASE SEE IMPORTANT TERMS AND CONDITIONS AT THE BOTTOM OF THIS QUOTATION Celeste Williams Inside Account Manager 850 Asbury Dr. Buffalo Grove, IL 60089 P: (847)465-3700 F: (866) 549-8212 Celeste Wiilliams©Dell.com State Contract: DIR-SDD-1014 COPY Product Description SQL SERVER STD 2008 R2 ENGLISH DVD MEDIA ONLY VLA SQL SERVER STD 2008 R2 NOTES Part* 2571912 2571057 Mfg # 228-09166 228-09443 Quantity 1 1 Unit Price $21.58 $563.58 Ext. Price $21.58 $563.58 VLA WINDOWS SERVER STD 2008 R2 2533577 P73-05005 $455.66 $1,822.64 Notes: MICROSOFT KEYCODE- 888-352-7140 Product Sub Total Grand Total $2,407.80 $2,407.80 USD Quote Prepared By: Celeste Williams Ret 112012047 1) Customer's pureheaele'Upset to the tams and condl0ons or the above refreneed contract 2) Sete/use lac Is based on the "ship to" address on your Inverce. please Ind)eale your taxability statos en your purchase order. If exempt, Customer must have an Exemption Certificate on me, Including non-federal government customers./ you have. questions re: your tax status, purse contact your Inside sales repreeenta0w listed above. 3) Shipments to Callferna: for 'robin products, a Stale Environmental Fee of up to 410 per Nem maybe applied to your Invoke. Prices do net reflect this fee unless 1robd.Fr mon Information, refer b www.dM.colnfenvirorlmeMalM. This applies unless this provision Is speeM.11y excluded In the above referenced contact Page 1 of 1 AU product descriptions and pikes are based on Utast Nromu0on available and are subject to change *MU the hems of the above referenced contract Unless apeellNd otherwise M the above referenced Gan net, all prices we based on Net H bracts, If not thorn, shipptag, handling, taxes and other fees will be added et the time or the order where applicable. Customer understands and acknowledges that all warranties, representations and returns are subject to the manufacturer, publisher or 41.tributor guidelines. COPY which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a "Force Majeure"). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the applicable Service Description, SOW or Technical Specification Form by giving written notice to the delayed party. 10.5 Notices. To give notice under this Agreement, the notice must be in writing and sent by postage prepaid first-class mail, receipted courier service, facsimile telecommunication or electronic mail to the address which appears below each party's signature below or to such other address as any party shall specify by notice in writing to the other party and will be effective upon receipt. 10.6 Section Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 10.7 Governing Law, Jurisdiction and Language. THE CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE FOLLOWING: For disputes arising out of Services performed for Customers, the law of the State of Texas, excluding its conflict of laws provisions, shall control and venue shall be in Travis County, Texas. This Agreement will be interpreted and construed in accordance with the English language. 10.8 Dispute Resolution. Unless otherwise stated in DIR Contract No. DIR-SDD-890, the parties will attempt to resolve any claim, or dispute or controversy (whether in contract, tort or otherwise) against Dell, its agents, employees, successors, assigns, or affiliates (collectively for purposes of this paragraph, "Dell") arising out of or relating to this Agreement, Dell's advertising, or any related purchase (a "Dispute") through face to face negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mutually agreeable mediator, rather than through litigation. To the extent authorized by Texas law, the existence or results of any negotiation or mediation will be treated as confidential. To the extent authorized by Texas law and constitution, notwithstanding the foregoing, either party will have the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the Dispute within thirty (30) days of notice of the Dispute to the other party, the parties shall be free to pursue all remedies available at law or equity. Chapter 2260, Texas Government Code, shall govem dispute resolution for Texas state agency Customers. 10.9 Limitation Period. Unless otherwise stated in DIR Contract No. DIR-SDD-890, neither party may institute any action in any form arising out of this Agreement more than four (4) years after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of last payment. 10.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. By their signature below, Dell and Customer indicate their acceptance of the terms and conditions set forth in this Agreement. Dell Marketing L.P. Signature: Name: Position: Date: Dell! Services US CMSA Rev. 3 041408 Gi , vid ul'e Signat: / Th Name: 01, Am AA 4� Position: �, yc Date: i, m • It Page 5 of 6 COPY Notices Addresses: Notices Addresses: (if different from above) Dell Marketing L.P. Attn: Mgr Contracts One Dell Way Round Rock, TX 78682 This agreement form does not constitute an offer by Dell, and will become valid only upon execution by an authorized representative of Dell. Dell! Services US CMSA Rev. 3 041408 Page 6 of 6 COPY Submitted to: CITY OF ROUND ROCK Submitted by: Erinn Webber Dell Global Services 11/17/2010 ® Copyright 2010. Dell Inc. All rights reserved. City of Round: Rock Table of Contents Table of COPY 1.0 Overview and Shared Objectives 3 2.0 Project Scheduling 3 3.0 Project Scope and Definition 4 4.0 Deliverables 4 5.0 Assumptions and Customer Responsibilities 4 6.0 Change Control Process 7 7.0 Dell Personnel Skills and Qualifications 7 8.0 Payment Criteria 8 9.0 Termination 9 10.0 Order of Precedence 9 11.0 Signature 10 Contact Summary 11 Appendix — Dell Training and Education Services 12 © Copyright 2010. Dell Inc. All rights reserved. Active Directo QP Y Statement of Work For CITY OF ROUND ROCK This Statement of Work ("SOW") is between Dell Marketing L.P. ("Dell"), and CITY OF ROUND ROCK ("Customer") for the services described in this SOW (individually, the "Service" or collectively, the "Services") and is effective as of the date last executed in the Signature section below. The services shall be performed in accordance with this SOW and the State of Texas Department of Information Resources Contract DIR-SDD-890-TX. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. All Customer use of software, online services, or software -enabled services in connection with this SOW is pursuant to the terms of the individual license agreement distributed with the service or, in the absence of such an agreement, the Dell Services Acceptable Use Policy ("AUP"), which is available for review at htto://www.dell.com/AUP and incorporated in its entirety herein by reference. Confidentiality: All information supplied to Customer for the purpose of this SOW is to be considered Dell confidential. Active Directory Project 1.0 Overview and Shared Objectives The Services' objective is to provide the following assistance: 1. Active Directory Design and Preparation for VDI • AD design/preparation for Virtual Desktop Infrastructure specific to the installation of 100 VMWare View virtual machines. • Additional OU's will be created as necessary for administration 2. Group Policy Objects (GPO) will be specific to customization of virtual machines and not user specific settings. • Design and implementation will consist of GPO creation and assignment to Active Directory OU's specified by the customer • GPO Testing will confirm appropriate changes to clients within the specified OU's Dell agrees to deliver to Customer the Services described in Section 3 herein. 2.0 Project Scheduling This project is estimated to one (1) contiguous day. Phase Estimated Duration Active Directory 1 Day Total 1 Day 3.0 Project Scope and Definition Dell will perform the tasks for this Service as follows Active Directot .L Deliverable Description Active Directory • Active Directory Design/Prep • GPO Customization ' As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Active Directory/GPO Deliverable Description Written document which will include: • High level layout of Active Directory environment at the time of the engagement as it pertains to the VDI Implementation 5.0 Assumptions and Customer Responsibilities Assumptions: Dell may make certain assumptions while specifying the Services and deliverables detailed in this SOW. It is the Customer's responsibility to identify any incorrect assumptions or take immediate action which will make all of Dell's assumptions correct. Dell has made the following specific assumptions while specifying the Services detailed in this SOW: 1. If the assumptions used to develop the SOW are found to be incorrect, the parties agree to meet and negotiate, in good faith, equitable changes to the SOW, Service Levels and/or Fee Schedule, as appropriate. City of Rouritt Rock_._. Active Directo 2. The prices for the Services are based on Customer's environment as known by Dell at the time of execution of this SOW. If the volumes, consumption factors or requirements change by +/- five (5%) percent, Dell will adjust the pricing to reflect these changes. 3. The resources to perform the Services shall be available (including any travel time) Monday through Friday, 8:00 a.m. to 5:00 p.m. local Customer time (excluding nationally -observed holidays) based on a forty (40) hour week, unless previously agreed upon between Customer and Dell. 4. Dell reserves the right to perform portions of the work remotely according to a schedule mutually agreed to by both Customer and Dell. 5. A typical schedule involves working remotely at least one business day per week to complete deliverables and/or any applicable documentation. Additional fees may apply for travel/Services outside of this timeframe. 6. This SOW includes travel to one domestic location(s) within the continental United States as detailed in this SOW. Any additional travel to other locations is considered out of scope and will require the approval of Customer via the change control process detailed in this SOW. 7. Dell is not responsible for resolving compatibility or other issues that cannot be resolved by the manufacturer or for configuring hardware or software in contradiction to the settings supported by the manufacturer. 8. Dell is not responsible for project or Service delivery delays caused by Customer facility or personnel challenges. 9. Completing transition within the agreed timeframe is contingent upon Dell receiving the necessary Customer information and gaining access to the necessary Customer resources, personnel, and facilities in a timely manner. 10. Dell's pricing does not assume the responsibility of any Customer or third party personnel, hardware, software, equipment or other assets currently utilized in the Customer's operating environment. 11. Dell reserves the right to sub -contract portions or all of the requested Services. 12. Warranty services will be provided within the scope defined for the VDI implementation and will not exceed 8 hour per month. 13. Customer is responsible for all necessary hardware/software and appropriate licensing as required for implementation. 14. It is assumed that Active Directory is in a healthy state as per Microsoft Best Practices and Specifications 15. Any changes or work performed for the remediation of Active Directory will result in a change order. 16. Payment for Services is a Fixed Fee of US $0 provided that the city chooses Dell for the VDI implementation. Not Included With This Service: 1. Other services not specifically defined in this SOW are out of scope. Customer Responsibilities: Active DirectoC .L Both Customer and Dell are responsible for collaborating on the execution of the Services. Dell's responsibilities have been set forth elsewhere in this SOW. Customer agrees generally to cooperate with Dell to see that the Services are successfully completed. Customer agrees to the following assigned responsibilities: 1. Prior to the start of this SOW,- Customer will indicate to Dell in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the "Customer Contact"). Failure to do so might result in an increase in project hours and/or length in schedule. 2. Customer will provide technical points -of -contact, who have a working knowledge of the enterprise components to be considered during the Services ("Technical Contacts"). Dell may request that meetings be scheduled with Technical Contacts. 3. The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements. 4. The Customer Contact will ensure that any communication between Customer and Dell, including any scope -related questions or requests, are made through the appropriate Dell Project Manager. 5. The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service. 6. The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations. 7. The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. 8. Customer may be responsible for developing or providing documentation, materials and assistance to Dell and agrees to do so in a timely manner. Dell shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer's failure to provide such timely documentation, materials and assistance. 9. The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site, a safe working environment, an adequate office space, and parking as required. 10. Customer will inform Dell of all access issues and security measures, and provide access to all necessary hardware and facilities. 11. Customer is responsible for providing all hardware, software, telephone internet access, and facilities in a timely manner for the successful completion of the Services. Facilities and power must meet Dell's requirements for the products and Services purchased. 12. Customer agrees to complete a customer satisfaction survey. Data Backup • Customer will complete a backup of all existing data and programs on affected systems prior to Dell arriving at the location to deliver this Service. DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS. Deli Marketing LP: 6.0 Change Control Process The "Change Control Process" is the process that govems changes to the scope of the Services during the term of this SOW. The Change Control Process will apply to new Services components and to enhancements of existing Services. A written "Change Order" will be the vehicle for communicating any desired changes to the Services. It will describe the proposed change to Services scope, pricing, resources, tasks, and deliverables; the reason for the change; related assumptions and Customer responsibilities; and the schedule and price impacts of the change. The Dell Project Manager will draft the Change Order document based on discussions with Customer and Dell team. Only changes included in a Change Order signed by both Customer and Dell will be implemented. In some cases, a Change Order will authorize Dell to study the impacts that a proposed change will have in terms of required changes to Services scope, schedule, and price. If, upon completion of the study, Customer agrees to proceed with an identified scope change, the Dell Project Manager will draft a separate Change Order to detail the specifics associated with that change. 7.0 Dell Personnel Skills and Qualifications Dell, will, at its sole discretion, determine the number of personnel and the appropriate skill sets necessary to complete the Services. Customer understands that Dell resources may include employees of Dell and/or a service provider or subcontractor to Dell. Dell personnel may work on-site at Customer location or off-site at a Dell or other location as determined by the needs of the Services and by specific agreement of the Customer project manager. Dell has identified the following initial resource levels for these Services. Key responsibilities for the resources are identified below. Project Manager (PM) • Single point of contact and accountability for successful delivery of the Services • Maintain focus on time, cost and scope • Coordinate and facilitate kick-off, status, deliverable review and closeout meetings • Establish and manage the Services schedule, communications and status reporting • Provide up to one status call and one brief status report per week • Identify, monitor and manage Services risk, issues and escalations • Facilitate change management as needed • Confirm the Services delivered are in accordance with the SOW • Obtain deliverable and Service completion acceptance from Customer • Project management activities are conducted remotely Dell Senior Active Directory Consultant • Develop a pre -project discovery questionnaire based on existing environment • Perform the on-site Discovery Stage including conduct of interviews with Customer staff COActive DirectoPy • Review input from the pre -project discovery questionnaire to prepare for the on-site discovery • Design and implement Active Directory forests/domains • Design and implement DNS, DHCP, WINS • Experienced in Active Directory migrations • Experienced in file server migrations • Experienced with Exchange migrations • Report status and communication • Coordinate with the Project Manager to attempt to remove any barriers • Coordinate Project meetings (as appropriate) 8.0 Payment Criteria Fixed Fee: Payment for Services is a Fixed Fee of US $2,637.10. Dell BAFONaIue Add Funding if City of Round Rock awards Dell as the partner for the VDI project - related services: $2,637.10 Total due from City of Round Rock (if awards Dell as the partner for the VDI project -related services): $0 Invoice/Payment Terms: Invoice for Services will be issued upon receipt of Customer signature of this SOW. Payment is due thirty (30) days from date of invoice. Expenses: Expenses are included in the Fixed Fee price. Unless the scope changes; Dell will not charge any additional expenses in connection with delivering the Services without the express written consent of Customer. Additional expenses include Service related expenses including actual, reasonable and necessary travel and living expense. Taxes: Dell's pricing does not include applicable local taxes. Scope Changes: Additional fees may apply if Customer changes or expands the scope of the Services. Any additional work that is required outside the scope of this SOW requires written approval by Customer and Dell as described in the Change Control Process detailed in this SOW. Services Scheduling: Services may not be scheduled or commenced until the Purchase Order (if any) and signed SOW is received by Dell. Upon receipt of a signed SOW and Purchase Order, a Dell Project Manager will typically contact you within 7 business days to begin Services scheduling. Services Scheduling will be based upon Customer's schedule preferences/requirements and the availability of required resources. Pricing: The terms offered by Dell under this SOW (including but not limited to the pricing) shall be valid for thirty (30) days following initial delivery of this SOW to Customer. In the event this SOW is executed by Customer after such thirty (30) day period, Dell may in its sole discretion, (i) accept the SOW on the stated terms or (ii) reject such SOW and may provide Customer with a revised SOW setting forth any necessary updates to the terms of the previous SOW. Deli Marketing L.P.' City of Round Rock ._. _ Active Directo 9.0 Termination VIIIMMININFINUSTAMBIMINUMFV•A Customer may terminate this SOW for convenience upon providing Dell with thirty (30) days written notice. Upon any termination of this SOW or the associated Agreement, Customer shall pay all of Dell's unpaid fees and out-of-pocket expenses accrued through the effective date of such termination. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied for fifteen (15) days, Dell may suspend its performance until payment is received or terminate this SOW and the associated Agreement upon written notice. 10.0 Order of Precedence This SOW, together with the Purchase Order (if any) and the Agreement, states all of the rights and responsibilities of, and supersedes all prior and contemporaneous oral and written communications between Dell and Customer regarding this Service. The use of pre-printed forms, such as Purchase Orders, will be for convenience only, and all pre-printed terms and conditions stated on such forms will not apply to this Agreement. Should a conflict arise between the terms of the Purchase Order, SOW and Agreement, the following order of precedence shall be followed: first, the SOW, second the Agreement, and third the Purchase Order (if any); provided, however, that any terms and conditions printed on the Purchase Order shall not apply. 11.0 Signature Active DirectoCQPY Please fax or email a copy of your Purchase Order and this signed SOW (with all pages in full) to 512- 283-7899 or US DPS Project Administrationedell.com, Attention: Dell — Intake Manager. The Purchase Order amount should include estimated expenses if they are billable. CITY OF ROUND ROCK Dell Marketing L.P. By: Print Name: Ain k l C %„V(�n, w Title: �1 /lorr "` 1.13.11 By: Print Name: Title: Date: Date: City of Round Rock .. Contact Summary Active Directo P Y Customer Primary Contact for Service CITY OF ROUND ROCK Customer Number: 595709406 Contact Name: Joy Baggett, City of Round Rock, Purchasing Phone: 512-218-6682 Email: jbaggett@round-rock.tx.us Date 11/17/2010 Dell Services Solutions Architect Contact Erinn Webber Title: Solutions Architect Dell Global Services Phone: (281) 302-6517 Email: Erinn_Webber@Dell.com Customer Billing Contact CITY OF ROUND ROCK 221 E. Main Street Round Rock, TX 78664 512-218-6682 Dell Segment Contact Samantha Slate Phone: 512-728-5648 Email: Samantha_slate@dell.com Location Where Work Will Be Performed 221 E. Main Street Round Rock, TX 78664 Dell Opportunity Number 1924118 Dell Marketing t.P.. COPY Submitted to: City of Round Rock Submitted by: Roy Stanyer Dell Global Services 11/22/2010 ® Copyright 2010. Dell Inc. All rights reserved. Table of Contents 1.0 Overview and Shared Objectives 3 2.0 Project Scheduling 5 3.0 Project Scope and Definition 5 4.0 Deliverables 6 5.0 Assumptions and Customer Responsibilities 6 6.0 Change Control Process 9 7.0 Dell Personnel Skills and Qualifications 9 8.0 Payment Criteria 10 9.0 Termination 11 10.0 Order of Precedence 11 11.0 Signature 12 Contact Summary 13 Appendix — Dell Training and Education Services 14 Appendix — Training Recommendations — VMware 15 © Copyright 2010. Dell Inc. All rights reserved. City of Rouind-Rock. - - Enterprise Deployment VMWCQPY Statement of Work For City of Round Rock This Statement of Work ("SOW") is between Dell Marketing L.P. CONFIDENTIAL ("Dell"), and City of Round Rock ("City of Round Rock" or "Customer") for the services described in this SOW (individually, the "Service" or collectively, the "Services") and is effective as of the date last executed in the Signature section below. The services shall be performed in accordance with this SOW and the State of Texas Department of Information Resources Contract DIR-SDD-890-TX. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. Neither Dell nor its representatives, employees, contractors and/or subcontractors take responsibility for, nor are they liable for, any decisions made in the development of any systems, products, or software solutions that are made by, or for, Customer, or by employees or other representatives, contractors and/or subcontractors of Customer. All Customer use of software, online services, or software -enabled services in connection with this SOW is pursuant to the terms of the individual license agreement distributed with the service or, in the absence of such an agreement, the Agreement. Confidentiality: All information supplied to Customer for the purpose of this SOW is to be considered Dell confidential. Enterprise Deployment VMWare View 1.0 Overview and Shared Objectives The Services' objective is to provide the following assistance: Enterprise Deployment • Install three (3) PowerEdge R710 Rack Mounted Servers • Install/configure one (1) EqualLogic PS6000XVS iSCSI Storage Area Network VMWare View Virtual Desktop Infrastructure Installation: Provide assistance in the initial implementation of the new VMWare View Virtual Desktop Infrastructure environment, including linked cloned technology for up to (100) VMs (Virtual Machines). • (3) PowerEdge R710 servers acting as VMWare hosts • (1) VMWare View server running on a VMWare VM ( Virtual Machine ) • Shared storage will reside on an EqualLogic PS6000XVS iSCSI Storage Area Network • (1) Appsense server running on VMWare VM ( Virtual Machine ) • (1) Installation and configuration of Wyse Device Manager server on VMWare VM ( Virtual Machine ) Enterprise Deployment VMWCY • Installation and customization of up to (5) Windows 7 VM ( Virtual Machine) images • Installation and implementation of up to (100) VMs for Virtual Desktop Infrastructure • Set guidelines for Wyse thin client connectivity to VMWare View broker for specific end user profiles. • Installation and customization of Appsense Personality Store (Appsense Option: 8 Hours) This implementation will utilize Dell best practices and will begin with a project kickoff meeting which will be followed by a one day design session to detail the layout of the VMWare View Virtual Desktop Configuration. Next, working with City of Round Rock staff, Dell will build out the new VMWare View Virtual Desktop Infrastructure. Once the new environment has been built, Dell will work with the City of Round Rock staff to install and customize up to (5) Windows 7 VM images on up to (100) linked -cloned VMs. Upon completion of the engagement Dell will provide detailed documentation which will include: • Layout of VMWare View environment as built at of the completion of the engagement. • Encountered issues and resolution. • Recommendation/Best Practices. • Installation/configuration methodologies One Year Warranty • Warranty services will be provided within the scope defined for the VDI implementation o Once PM is notified of need, SLA turnaround is 12 business hours o Hours can be used remotely or onsite, dependent on need o Will be used in 1 hour increments • Months 1-3 of warranty period will not exceed 26 hours per month o Monitored telephone number will be provided to customer with 30 minute call-back o Dispatch • Remote Support — 24/7 1 hour response (Customer must provide remote access to VDI resources with designated point -of -contact) • Onsite Support — 4 hour onsite response (Excludes holidays and weekends) • Months 4-12 of warranty period will not exceed 2 hours per month. o Monitored telephone number will be provided to customer with 4 hour call-back o Dispatch • Remote Support — 24/7 4 hour response (Customer must provide remote access to VDI resources) • Onsite Support — 8 hour onsite response (Excludes holidays and weekends) City of Round Rock Enterprise Deployment VMW Y • Hours will expire monthly Staff Training • Provide one (1) Virtual Desktop Infrastructure Consultant to Customer to function as a supplemental resource in Customer's current me /T organization, working at the direction of the Customer, for the Customer site identified in the Contract Summary of this SOW. The term of this SOW shall be for a maximum of two (2) days. Such resource will be available only in increments of twenty-four (24) hours over a consecutive two (2) day period, as scheduled and agreed to by both parties Dell agrees to deliver to Customer the Services described in Section 3 herein. 2.0 Project Scheduling This project is estimated to take for 3 weeks and 2 days unless sooner terminated in whole or in part according to the terms of the Agreement. Phase Enterprise Deployment VDI Implementation Staff Training TOTAL Estimated Duration 5 days 10 days 2 days 17 days 3.0 Project Scope and Definition Dell will perform the tasks for this Service as follows: Phase Tasks Enterprise Deployment • Installation of (3) PowerEdge R710 Servers • Installation/Configuration (1) EqualLogic PSX6000XVS SAN VDI Implementation • Installation of 1 VMWare View server • Installation of VMWare ESXi on up to (3) servers • Provision servers per customer requirements • Work with Dell SAN Engineer to provision shared storage • Patch servers to current patch levels • Ensure that VMWare ESXi servers can see the storage properly: • VMWare ESXi Server provisioning via Virtual Center Server. Enterprise Deployment VMWaCOPy As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Enterprise Deployment Implementation Deliverable VDI Implementation Deliverable Description Written document which will include: • High level layout of server environment at the time of the engagement Written document which will include: • High level layout of VDI environment as built at the time of the engagement • Recommendation/Best Practices • Installation/configuration methodologies Method of Delivery PDF or Word or Visio (digital) PDF or Word or Visio (digital) 5.0 Assumptions and Customer Responsibilities Assumptions: Dell Marketing L.P. CONFIDENTIAL • • • Virtual machine creation and configuration Template creation of virtual machines Guest operating system customization of virtual machines • Link -Cloning of virtual machines • Installation of Appsense server (8 hours) • Configuration of Appsense Personality Store • Installation of Wyse Device Manager • Configuration of Wyse thin clients to communicate and report into WDM ( Wyse Device Manager ) • Set installation guidelines for City of Round Rock IT Staff deploying Wyse thin clients for specific end user profiles. Staff Training • Training for 8 IT Staff Members As used in this SOW, knowledge transfer, demonstrations and documentation, and all references thereto, and the pricing quoted herein specifically exclude any Dell training and certification services. Knowledge transfer outlines only a high level informal transfer of basic knowledge of the Dell services from the Dell Consultant to Customer's local contact or IT representative. Dell training and certification offerings are available to Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided to Customer under this SOW subject to time authorized through this SOW. Deliverable Enterprise Deployment Implementation Deliverable VDI Implementation Deliverable Description Written document which will include: • High level layout of server environment at the time of the engagement Written document which will include: • High level layout of VDI environment as built at the time of the engagement • Recommendation/Best Practices • Installation/configuration methodologies Method of Delivery PDF or Word or Visio (digital) PDF or Word or Visio (digital) 5.0 Assumptions and Customer Responsibilities Assumptions: Dell Marketing L.P. CONFIDENTIAL P.v. Enterprise Deployment VMWCQe Dell may make certain assumptions while specifying the Services and deliverables detailed in this SOW. It is the Customer's responsibility to identify any incorrect assumptions or take immediate action which will make all of Dell's assumptions correct. Dell has made the following specific assumptions while specifying the Services detailed in this SOW: 1. If the assumptions used to develop the SOW are found to be incorrect, the parties agree to meet and negotiate, in good faith, equitable changes to the SOW, Service Levels and/or Fee Schedule, as appropriate. 2. The prices for the Services are based on Customer's environment as known by Dell at the time of execution of this SOW. If the volumes, consumption factors or requirements change by +/- five (5%) percent, Dell will adjust the pricing to reflect these changes. 3. The resources to perform the Services shall be available (including any travel time) Monday through Friday, 8:00 a.m. to 5:00 p.m. local Customer time (excluding nationally -observed holidays) based on a forty (40) hour week, unless previously agreed upon between Customer and Dell. 4. Dell reserves the right to perform portions of the work remotely according to a schedule mutually agreed to by both Customer and Dell. 5. A typical schedule involves working remotely at least one business day per week to complete deliverables and/or any applicable documentation. Additional fees may apply for travel/Services outside of this timeframe. 6. This SOW includes travel to one domestic location(s) within the continental United States as detailed in this SOW. Any additional travel to other locations is considered out of scope and will require the approval of Customer via the change control process detailed in this SOW. 7. Dell is not responsible for resolving compatibility or other issues that cannot be resolved by the manufacturer or for configuring hardware or software in contradiction to the settings supported by the manufacturer. 8. Dell is not responsible for project or Service delivery delays caused by Customer facility or personnel challenges. 9. Completing transition within the agreed timeframe is contingent upon Dell receiving the necessary Customer information and gaining access to the necessary Customer resources, personnel, and facilities in a timely manner. 10. Dell's pricing does not assume the responsibility of any Customer or third party personnel, hardware, software, equipment or other assets currently utilized in the Customer's operating environment. 11. Dell reserves the right to sub -contract portions or all of the requested Services. 12. Warranty services will be provided within the scope defined for the VDI implementation and will not exceed 8 hour per month. 13. Remote warranty support will require VPN remote access to VDI resources with designated point -of -contact 14. Customer is responsible for notification of all scheduled upgrades/updates or other major network events that could impact VDI deployment. 15. Customer is responsible for installation of all 100 terminals. 16. Customer is responsible for base image of Wyse C90LEW thin client and installation of VMWare View Client Dell Marketing. LP. CONFIDENTIAL. f Round Rock Enterprise Deployment VMWQQ'Y 17. Customer is responsible for all necessary hardware/software and appropriate licensing as required for implementation. 18. Customer will make available all necessary software to be included in the developed images at the beginning of the project, complete with all media and licensing information. 19. All configuration of physical network environment including the configuration of VLANS and trunking will be the responsibility of Customer. 20. All configurations of Active Directory specific features is the responsibility of customer to prepare prior to creation of virtual machines. 21. It is the assumption that the customer understands the limitations of virtual desktop infrastructure in regards to USB redirection of supported peripherals and multi -media redirection with support to specific codecs. Customer Responsibilities: Both Customer and Dell are responsible for collaborating on the execution of the Services. Dell's responsibilities have been set forth elsewhere in this SOW. Customer agrees generally to cooperate with Dell to see that the Services are successfully completed. Customer agrees to the following assigned responsibilities: 1. Prior to the start of this SOW, Customer will indicate to Dell in writing a person to be the single point of contact, according to project plan, to ensure that all tasks can be completed within the specified time period. All Services communications will be addressed to such point of contact (the "Customer Contact"). Failure to do so might result in an increase in project hours and/or length in schedule. 2. Customer will provide technical points -of -contact, who have a working knowledge of the enterprise components to be considered during the Services ("Technical Contacts"). Dell may request that meetings be scheduled with Technical Contacts. 3. The Customer Contact will have the authority to act for Customer in all aspects of the Service including bringing issues to the attention of the appropriate persons within Customer's organization and resolving conflicting requirements. 4. The Customer Contact will ensure that any communication between Customer and Dell, including any scope -related questions or requests, are made through the appropriate Dell Project Manager. 5. The Customer Contact will provide timely access to technical and business points of contact and required data/information for matters related to the scope of Service. 6. The Customer Contact will ensure attendance by key Customer contacts at Customer meetings and deliverable presentations. 7. The Customer Contact will obtain and provide project requirements, information, data, decisions and approvals within one working day of the request, unless both parties agree to a different response time. 8. Customer may be responsible for developing or providing documentation, materials and assistance to Dell and agrees to do so in a timely manner. Dell shall not be responsible for any delays in completing its assigned tasks to the extent that they result from Customer's failure to provide such timely documentation, materials and assistance. ? Dell Marketing L.P. CONFIDENTIAL CCILDY City ofbound Rock Enterprise Deployment VMW 9. The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site, a safe working environment, an adequate office space, and parking as required. 10. Customer will inform Dell of all access issues and security measures, and provide access to all necessary hardware and facilities. 11. Customer is responsible for providing all hardware, software, telephone internet access, and facilities in a timely manner for the successful completion of the Services. Facilities and power must meet Dell's requirements for the products and Services purchased. 12. Customer agrees to complete a customer satisfaction survey. Data Backup • Customer will complete a backup of all existing data and programs on affected systems prior to Dell arriving at the location to deliver this Service. DELL WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS. 6.0 Change Control Process The "Change Control Process" is the process that governs changes to the scope of the Services during the term of this SOW. The Change Control Process will apply to new Services components and to enhancements of existing Services. A written "Change Order" will be the vehicle for communicating any desired changes to the Services. It will describe the proposed change to Services scope, pricing, resources, tasks, and deliverables; the reason for the change; related assumptions and Customer responsibilities; and the schedule and price impacts of the change. The Dell Project Manager will draft the Change Order document based on discussions with Customer and Dell team. Only changes included in a Change Order signed by both Customer and Dell will be implemented. In some cases, a Change Order will authorize Dell to study the impacts that a proposed change will have in terms of required changes to Services scope, schedule, and price. If, upon completion of the study, Customer agrees to proceed with an identified scope change, the Dell Project Manager will draft a separate Change Order to detail the specifics associated with that change. 7.0 Dell Personnel Skills and Qualifications Dell, will, at its sole discretion, determine the number of personnel and the appropriate skill sets necessary to complete the Services. Customer understands that Dell resources may include employees of Dell and/or a service provider or subcontractor to Dell. Dell personnel may work on-site at Customer location or off-site at a Dell or other location as determined by the needs of the Services and by specific agreement of the Customer project manager. Dell has identified the following initial resource levels for these Services. Key responsibilities for the resources are identified below. Project Manager (PM) • Single point of contact and accountability for successful delivery of the Services Oet! Marketing L.P. CONFIDENTIAL City of Round Rock Enterprise Deployment VMWCQ 1 • Maintain focus on time, cost and scope • Coordinate and facilitate kick-off, status, deliverable review and closeout meetings • Establish and manage the Services schedule, communications and status reporting • Provide up to one status call and one brief status report per week • Identify, monitor and manage Services risk, issues and escalations • Facilitate change management as needed • Confirm the Services delivered are in accordance with the SOW • Obtain deliverable and Service completion acceptance from Customer • Project management activities are conducted remotely • Project management activities are conducted remotely, with minimal onsite time (e.g., kickoff, deliverable review, closeout) Virtualization Consulta nt • Provide technical direction and expertise • Understand server architecture, technology and product requirements • Oversee day-to-day execution of tasks • Coordinate with Project Manager and Executive Sponsor to ensure barriers are removed • Develop and assigns tasks 8.0 Payment Criteria Fixed Fee: Payment for Services is a Fixed Fee of US $60,273.73 Invoice/Payment Terms: Invoice for Services will be issued upon receipt of Customer signature of this SOW. Payment is due thirty (30) days from date of invoice. Expenses: Expenses are included in the Fixed Fee price. Unless the scope changes; Dell will not charge any additional expenses in connection with delivering the Services without the express written consent of Customer. Additional expenses include Service related expenses including actual, reasonable and necessary travel and living expense. Taxes: Dell's pricing does not include applicable local taxes. Scope Changes: Additional fees may apply if Customer changes or expands the scope of the Services. Any additional work that is required outside the scope of this SOW requires written approval by Customer and Dell as described in the Change Control Process detailed in this SOW. Services Scheduling: Services may not be scheduled or commenced until the Purchase Order (if any) and signed SOW is received by Dell. Upon receipt of a signed SOW and Purchase Order, a Dell Project Manager will typically contact you within 7 business days to begin Services scheduling. Services Scheduling will be based upon Customer's schedule preferences/requirements and the availability of required resources. Pricing: The terms offered by Dell under this SOW (including but not limited to the pricing) shall be valid for thirty (30) days following initial delivery of this SOW to Customer. In the event this SOW is executed Dell Marketing L.F. CONFIDENTIAL City of Round Rock._ Enterprise Deployment VMWC 1 OP by Customer after such thirty (30) day period, Dell may in its sole discretion, (i) accept the SOW on the stated terms or (ii) reject such SOW and may provide Customer with a revised SOW setting forth any necessary updates to the terms of the previous SOW. 9.0 Termination Customer may terminate this SOW for convenience upon providing Dell with thirty (30) days written notice. Upon any termination of this SOW or the associated Agreement, Customer shall pay all of Dell's unpaid fees and out-of-pocket expenses accrued through the effective date of such termination. If Customer fails to perform any payment obligations hereunder and such failure remains un -remedied for fifteen (15) days, Dell may suspend its performance until payment is received or terminate this SOW and the associated Agreement upon written notice. 10.0 Order of Precedence This SOW, together with the Purchase Order (if any) and the Agreement, states all of the rights and responsibilities of, and supersedes all prior and contemporaneous oral and written communications between Dell and Customer regarding this Service. The use of pre-printed forms, such as Purchase Orders, will be for convenience only, and alt pre-printed terms and conditions stated on such forms will not apply to this Agreement. Should a conflict arise between the terms of the Purchase Order, SOW and Agreement, the following order of precedence shall be followed: first, the SOW, second the Agreement, and third the Purchase Order (if any); provided, however, that any terms and conditions printed on the Purchase Order shall not apply. Deployment VMWC ' y .City of Round Rock. Enterprise _,. - P 11.0 Signature Please fax or email a copy of your Purchase Order and this signed SOW (with all pages in full) to 512- 283-7899 or US DPS Proiect Adn1inistration(adell.com Attention: Dell — Intake Manager. The Purchase Order amount should include estimated expenses if they are billable. City of Round Rock Dell Marketing L.P. CONFIDENTIAL By: rn By: Print Name:I4 &k'G f//tt Title: Date: ":41. l Print Name: Title: Date: City of Round Rock .. Contact Summary Enterprise Deployment VMWCQ P Y Customer Primary Contact for Service City of Round Rock Customer Number: 595709406 Contact Name — Joy Baggett, City of Round Rock Purchasing Phone — 512.218.6682 Email — jbaggett@round-rock.tx.us Date 11/22/2010 Dell Services Contact Roy Stanyer Title: Solutions Architect Dell Global Services Email: Clayton_Stanyer@Dell.com Customer Billing Contact City of Round Rock 512.218.6682 221EMnSt Round Rock, TX 78664 Dell Segment Contact Samantha Slate Phone: (512) 921-5786 Email: Samantha_Slate@dell.com Location Where Work Will Be Performed 221 E Mn St Round Rock, TX 78664 Dell Opportunity Number 1924118 Dell Marketing L.P. CONFIDENTIAL Paget 13;