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HomeMy WebLinkAboutContract 36474CON RACTENO Y�bt-7 PROFESSIONAL ZotriVRoMS AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement ) is made and entered into by and between the CITY OF FORT WORTH (the "City'), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and DELL MARKETING LP ("Consultant"), a Texas Limited Partnership and acting by and through Lorri Bailey, its duly authorized Contracts Manager. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of assisting the City with migrating from SMS 2.0 to SMS 2003. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein but no later than September 29, 2008, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $17,400 in accordance with the provisions of this Agreement upon receipt of invoice. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the. City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Professional Services Agreement Dell Marketing Inc. Page 1 of 6 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent invoices or purchase orders of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three ko) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent invoices or purchases orders of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTY LOSS, TANGIBLE PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER TANGIBLE PROPERTY Professional Services Agreement Dell Marketing Inc. Page 2 of 6 DAMAGE OR LOSS ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR /N CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,uuu,uuv Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Combined Single Limit for Bodily Injury and Property Damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $5003000 Disease - policy limit This coverage may be written as follows: Workers' Compensation coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $5003000 bodily injury disease policy limit and $100,000 per disease per employee 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work Professional Services Agreement Dell Marketing Inc. Page 3 of 6 pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Insurers for Consultant will endeavor to provide thirty (30) day advance notice of cancellation to the City. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City aInd hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 Facsimile: (817) 392-8654 14. GOVERNMENTAL POWERS. To CONSULTANT: Dell Marketing L.P. One Dell Way MS RR&07 Round Rock, TX 78682 Facsimile: (512) 283-9092 It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW /VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue Professional Services Agreement Dell Marketing Inc. Page 4 of 6 for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. AMENDMENTS /MODIFICATIONS / EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Dell Marketing Inc. Page 5 of 6 ITNES WHEREOF, the parties hereto have executed this Agreement in multiples this � day of , 200. ITY OFF RT WORTH: DELL MARKETING L.P.: Karen (='Montgomery Assistant City Manage CFO Date: / /)7/0 2 ATTEST: Marty Hend 'x City Secretary APPROVED AS TO FORM AND LEGALITY: By: Maleshi B. Farmer Assistant City Attorney M&C: none required B Name: Lorri Bailey Title: Public Contracts Manager Date:_ /ba: ATTEST: Jill/Fienderson Public Contracts Manager Professional Services Agreement Dell Marketing Inc. Page 6 of 6 ��tIIUA4 71 r S c�- � EXHIBIT A © Copyright 2007. Dell Inc. All rights reserved. Confidentiality All information supplied to City of Fort Worth for the purpose of this proposal is to be considered Dell confidential. 1.0 Overview and Shared Objectives. 06 614 6 a a 0 & 4 0 a a not a 3 2.0 Project Scheduling . ............................................................. 4 3.0 Project Scope and Definition.............................................................................. 4 4.0 Deliverables........................................................................................................ 5 5.0 Assumptions.. ......................................................................................................6 6.0 Change Control Process...................................................................................... 6 7.0 Dell Personnel Skills & Qualifications.............................................................. 8.0 Customer Responsibilities.................................................................................. 7 9.0 Payment Criteria................................................................................................. $ 10.0 Termination.........................................................................................................8 11.0 Order of Precedence............................................................................................ 12.0 Signature............................................................................................................19 ContractSummary ............................................................................................................ EXHIBIT A Statement of Work City of Fort Worth SMS 2003 Upgrade The following Statement of Work ("SOW') is between Dell Professional Services within Dell Marketing, L.P. ("Dell"), and City of Fort Worth ("Customer") regarding the contractual services set forth below. These services shall be performed in accordance with this SOW and the etterms � and conditions Agreement with Dell (the Agreement'). Dell will perform the services described in this SOW on a fixed price bid basis. 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. i.00verview and Shared Objectives SMS 2003 Upgrade The goal of this project is to upgrade/replace SMS 2.0 with SMS 2003 and have an existing Microsoft SQL Server 2005 four (4) node (Active/Active/Active/Active) cluster provide the backend services. Current Environment: e SMS 2.0 • MS SQL 7.0 • Active Directory 2003 (Native) Extending Active Directory (not an issue) • Needed storage space (SAN attached — LUNS can be created if required) • Single SMS Primary Site server performing all Site System functions • SQL server separate from Primary Site Server .. WAN links between the multiple sites have very good connection as stated by the City of Fort Worth. • Less than 50 packages in the current environment (Customer willing to recreate) • SMS 2.0 is currently used for HW/SW Inventory, Remote Control and Software deployment • Workstations older than Windows 2000 SP4 are out of scope • Advanced Client ONLY, Legacy client is out of scope 0,1104,000 Desktops (Windows 2000 SP4 and Windows XP) • �80 Servers (Windows 2000 and Windows Server 2003) others out of scope Dell agrees to deliver to Customer the services (the "Services") described in Section 3,0 herein. 07.3.8.070215 Page 3 EXHIBIT A 2.0Project Scheduling Service delivery will be scheduled following Dell's receipt of the signed Agreement and, if applicable, the accompanying purchase order ("Purchase Order"), unless otherwise agreed upon by Customer and Dell. The estimated dates for beginning and conducting the Project will be mutually agreed upon by Customer and Dell. The Services and any necessary travel associated with this project will be conducted during normal business hours (Monday through Friday, between 8 a.m. and 6 p.m. local customer time). Dell reserves the right to perform portions of the work remotely according to a schedule mutually agreed to by both Customer and Dell. 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. 3.0 Project Scope and Definition SMS 2003 lJpgrade Since the City of Fort Worth wants to replace both the SQL Server 7.0 and SMS 2.0 Site server hardware, it is recommended that SMS 2.0 be completely removed from the client's environment. This will lead to a new implementation of SMS 2003. This can be accomplished in a twa step process: 1. Completely uninstall SMS 2.0 including removing the SMS client and Logon points. 2. Extend Active Directory Schema and deploy SMS 2003 as a Single Primary Site Server utilizing the existing 4 node Microsoft SOL Server 2005 cluster. The City of Fort Worth IT department will recreate all deployment packages. 3. Points to be addressed by implementing SMS 2003: a. Deployment and Reporting of Microsoft Security updates and Office Updates b. Application usage for EA True -Up c. Hardware and Software Inventory 4. A complete assessment of the City of Fort Worth's environment will lead to the design of a t Systems Management Server 2003 with MS SQL 2005 deployment including the lates Service Pack and with the following solutions designed: a. Complete configuration of SMS Site b, SMS Client deployed to all available desktops and Servers c. Hardware and Software Inventory d. SMS Remote Control features e. Demonstrate deployment of SMS Packages f. Inventory tool for Microsoft Updates (Provide compliance report) g. Inventory Tool for Dell Updates (Provide Compliance report) h. Software Metering of client requested applications Based on information provided by the City of Fort Worth, SMS 2003 environment should consist of: 1 SMS Primary Site Server 1 File Server in the Corporate Office as a Distribution Point 1 four node Microsoft SOL Server 2005 (Active X 4) Cluster (already deployed) o7.3.s.o�oz�5 Page 4 EXHIBIT A Note: As time permits, Dell will do a best effort to comply a deployment on the customer's systems. If the City of Fort Worth desires to perform a dKployment on systems not converted during the 2 week period, additional time may need to be authorized via the Change Control Process. 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 an informal transfer of basic knowledge of the Dell services from the on4te Dell engineer to Customer's local contact or IT representative. Dell Training and Certification Services offerings are available by Customer subject to a separate price quote. 4.0 Deliverables The following is a list of deliverables that will be provided under this SOW subject to time authorized through this agreement. If this agreement includes a not -to -exceed hour limit that is not sufficient for completion of the deliverable list, more time for completion will require Customer authorization via the Change Control process described in Section 6.0. Dell shall not be liable for completion of deliverables if Customer does not authorize such additional time. • 80 hrs (2 contiguous weeks) of a Dell Sr. Consultant (onsite) S.OAssumptions 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: SMS 2003 Upgrade Customer has specific administrator rights on all systems for which SMS will be installed. SMS must have Schema admins rights and Domain admin rights to establish and implement SMS. Active Directory is stable and SMS Schema updated. o Windows NT 4.0, Windows 9x, Unix, Macintosh, Linux workstations are out of scope. SMS 2003 with advanced client does not support these legacy clients. ® SMS Advanced client will be installed There will be full participation by the client team in order to facilitate knowledge transfer and maintain the aggressive timeline. d for the lab validation process will be readily The hardware/software and materials require available, and client resources will actively assist. Active Directory is implemented and all client machines belong to the Active Directory domain. City of Fort Worth has or can create an account(s) that has local Administrative access to all workstations and servers a Customer has completed a full backup of data prior to consultant on -site visit. Dell will not be liable for data loss during the course of this engagement. 07.3.8.070215 Page 5 EXHIBIT A 6.0 Change Control Process The "Change Control Process" is the process that governs changes to the scope of the Services during the Services term. The Change Control Process will apply to new Services components and to enhancements of existing Services components. 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 PM will draft a separate Change Order to detail the specifics associated with that change. 7.0 Dell Personnel Skills &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. Dell has identified the following initial resource levels for these Services: Project iVtanager Ij��) The Dell Project Manager serves as the single point -of -contact for the customer and De11 team during the Services engagement. Responsibilities include: Establishing and managing the Services schedule e Establishing and managing the communications plan, including status reporting Ensuring the Services delivered are in accordance with the Statement of Work / contract ® Reviewing Services deliverables for compliance with scope and quality Reviewing planned and desired tasks, and facilitating Change Management as appropriate Identifying, monitoring and managing Services risk, issues, and escalations Monitoring the Services budget and invoicing TechnicaB Con�u4tant: It is the responsibility of the Technical Consultant to: Understands SMS technology and product requirements Have demonstrated experience and knowledge in server set-up and configuration Be familiar with industry standards and vendor specifications ® Participate in planning review sessions when designated 07.3.8.070215 Page 6 EXHIBIT A 8.00ustomer 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: Prior to the start of this SOW, Customer will indicate to Dell in writing a person to be the point of contact. All Services communications will be addressed to such point of contact (the "Customer Contact"). The Customer Contact will have the authority to act for Customer in all aspects of the Service. The Customer Contact shall have the authority to resolve conflicting requirements. The Customer Contact will ensure that any communication between Customer and Dell is made through the appropriate Dell Project Manager. 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. The Customer Contact will ensure the Services personnel have reasonable and safe access to the Project site and adequate office space, as required. The Customer Contact will help resolve Service issues and ensure that issues are brought to the attention of the appropriate persons within Customer's organization, as required. 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. Customer will provide Internet and e-mail access. Customer will inform Dell of all access issues and security measures, and provide access to all necessary hardware and facilities. Customer is responsible for providing all hardware, software, and facilities for the successful completion of the Services. Facilities and power must meet Dell's requirements for the products and Services purchased. Customer agrees to complete a Customer Satisfaction Survey. 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. 9.0 Payment Criteria Service Fees: Fixed Fee: Payment for services is a Fixed Fee of US $17,400. 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 project related expenses including actual, reasonable and necessary travel and living expense. 07.3.6.070215 Page 7 EXHIBIT A 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 Section 6.0 of this document. Services Scheduling: Services may not be scheduled or commenced until the Purchase Order and signed SOW are 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 project scheduling. Services Scheduling will be based upon Customer's schedule preferences/requirements and the availability of required resources. Please fax a copy of your Purchase Order and this signed Statement of Work (with pages in full) to (512) 283.9281, Attention: Dell — Edwin Sequeira, Purchase Order Amount should include estimated expenses if they are billable. 10.0 Termination Upon any terminatio f this SOW or the associated Agreement, Customer shall pay all of Dell's unpaid fees and o -of-pocket expenses described herein accrued through the effective date of such termination. Customer fails to perform any payment obligations hereunder and such failure remains unaaremedied for fifteen (15) days, Dell may suspend its performance until payment is received or terminate this SOW and the associated Agreement upon written notice. 11.0 Order of Precedence This SOW, together with the Purchase Order 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 Project. The use of preprinted forms, such as Purchase Orders, will be for convenience only, and all preprinted 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 Agreement second the SOW, and third the Purchase Order (if any); provided, however, that any terms and conditions printed on the Purchase Order shall not apply. 07.3.S.Q70215 Page 8 EXHIBIT A 12.0 Signature The Statement of Work (SOW) is only valid if signed within 30 days from July 30, 2007. Please fax a copy of your Purchase Order and #his signed Sta#ement of Work (with pages in full) to (512) 283-8281, Attention: Dell — Edwin Sequeira 07.3.8.070215 Page 9 EXHIBIT A Customer City of Fort Worth, Customer Contact Name: Steven Vandever Phone: 817.392.6435 Email: Steven.Vandever(a FortWorthGov.oM Date July 30, 2007 Dell SA/STSR Contact Edwin Sequeira Title: Enterprise Infrastructure Specialist Dell Professional Services One Dell Way Round Rock, TX 78682 Phone: (512) 744-5809 Fax: (512) 283-9281 Email: edwin seaueira(a7dell.com Customer Billing Contact Steven Vandever 1000 THROCKMORTON ST Fort Worth, TX 76102 Dell Segment Contact Allen Wilson Email: Allen Wilson(a�de_I_l.com Location Where Work Will Be 1000 THROCKMORTON ST Performed Fort Worth, TX 76102 DELL SKU Number, If Applicable 960-3638 Quantity: 15 960-3639 1 960-3647 2 960-3649 21 900-9628 30 Service: Services as Described on Estimated Base Fee: $17,400 the attached Statement of Work N DA # Contract Number/Code # 07.3.8.07Q215 Page 10 Professional Services Agreement Del! 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