Statement of Work for Services

Computer Room Thermal Dynamics Modeling Services

Data Centre Health Check

1.0SCOPE OF WORK

IBM will provide Data CentreHealth CheckThermal Dynamics Modeling Services and Schedule Coordination Services (the “Services”) necessary to provide computer generated thermal models of your existing or proposed data centre, and interpretation of the modeling results, perform a current state evaluation of your data centre. The data centre size which will not exceed 10002,000 square feet in size.

The intent of this facility infrastructure consulting engagement is to provide you with a thermal model representation of the projected/actual thermal topography in three (3) dimensions of their existing or proposed computer room, and an interpretation of optimal computer equipment positioning within the room, to maximize cooling while minimizing potential high heat related impacts. The consulting service will provide graphical representations of the thermal characteristics of the room(s), and our recommendations and guidance regarding IBM best practices for thermal management within the room(s).

2.0GENERAL ASSUMPTIONS

This Statement of Work (“SOW”) is based on the following assumption(s):

  • Appendix A entitled “Deliverable Guidelines”, is incorporated and made part of this SOW.
  • These Services will be provided on a fixed price basis as specified in the “Charges” section of this SOW.
  • The Services will be provided Monday to Friday, from 8:00 a.m. to 5:00 p.m., in your local time zone, excluding statutory holidays unless we both agree to another schedule. Work performed outside of these hours will be subject to an additional charge.
  • The work maywill be performed at your location and our location(s).
  • Our consultant will be onsite at your premises for up to the number ofone (1) working day days specified in the Option selected by you, gathering information. Included in this time will be one (1) onsite workshop meeting with your personnel for information gathering.
  • This Services will be conducted over up to 2 consecutive weeks.
  • Excluded from this activity are:
  • Data/voice (LAN/WAN) communication analysis or design.
  • Structural analysis of the building.
  • Provision of design/engineering drawings or specifications.
  • Provision of any analysis or comment on the overall reliability of your facility.
  • Handling or actions surrounding any hazardous material such as asbestos and contaminants debris/soil analysis.

oExcluded from this activity are:

oData/voice (LAN/WAN) communication analysis or design.

oStructural analysis of the building.

oProvision of design/engineering drawings or specifications.

oHandling or actions surrounding any hazardous material such as asbestos and contaminants debris/soil analysis.

  • Your data center(s) is each is approximately 1, not greater than 2000 sq. ft. in overall area.
  • Travel is not included, and will be charged to you as we incur the costs. Both of us will agree to these costs before we incur them.

If any assumptions change or become invalid, the Charges, Estimated Schedule, or other terms and conditions may change through invocation of the Project Change Control Procedure.

3.0SERVICES DESCRIPTION AND RESPONSIBILITIES

3.1Services Coordination

The purpose of this task is to provide a Services specialist who will be IBM’s focal point during performance of the Services.

The Services specialist will:

  • review the SOW, and any associated documents, with your Point of Contact;
  • establish and maintain the project communications through your Point of Contact;
  • coordinate and manage the technical activities of IBM’s assigned personnel; and

ochedule the onsite workshop meeting and current state field inspection of your data centre.

Completion Criteria:

  • This is an ongoing activity and will be considered complete at the end of this project.

Your Project Coordination Responsibilities

Prior to the commencement of the Services you agree to designate a person (called “your Point of Contact”) to whom all IBM Communications will be addressed and who has the authority to act for you in all aspects of the project. This Point of Contact will:

  • serve as the interface between IBM’s team and all of your departments participating in this project;
  • obtain and provide information, data, decisions and approvals regarding the SOW, including all related computer room information including but not limited to raised floor and information, ceiling plan information, room volume information, computer equipment and environmental equipment floor plans and layouts, and as-built drawings of the data centre (which may include mechanical, electrical, architectural, fire detection and suppression, and other relevant drawings as they pertain to the data centre), prior to the commencement of the workshop;
  • ensure your required personnel are available and will provide information for our data collection activityattend the workshop;
  • ensure access to your data centre for our activities related to this SOW; and
  • help resolve project issues, and escalate issues within your organization as necessary.

3.2Thermal Modeling Option 1Data Centre Health Check

Activity 1 – Data Gathering and Analysis

The purpose of this activity is to provide you with information collection documentation, CFD software thermal model creation and model analysis. gather information through interviews or a workshop, and a physical inspection, that will form the basis for the analysis and Summary Assessment Document.

IBM Responsibilities

IBM will:

  • Distribute to you a data collection form complete with instructions, for IT equipment and environmental equipment (UPS, CRAC units, other powered devices) data collection, to assist the client in collecting the correct and specified information of the entire computer room. This information will include but is not limited to:
  • IT equipment;
  • Environmental Equipment;
  • Room size;
  • Slab to slab distance (height of room);
  • Height of raised floor if any;
  • Perforated tiles count, location and CFM volume;
  • Locations of all the equipment within the existing computer room;
  • Compile this information into a thermal modeling software tool at our location;
  • Communicate with you through one (1) conference call to review the collected data with you, and update missed information required to develop an accurate thermal model of your computer room;
  • Run the CFD thermal modeling software tool to generate a simulated model of the heat flow within your computer room;
  • Document this output;
  • Analyze the output and develop a set of recommendations specific to the modeling to evaluate the potential impact of managing heat loads within the computer room; and
  • Present the results in one (1) review meeting with you. This meeting may be conducted via conference call.

We will develop up to three (3) models of the computer room for you, complete with both under floor and above floor results.

oin one (1) onsite workshop format, interview your identified personnel to collect relevant data regarding your data centre;

operform a current state field inspection of the data centre. A visual inspection will include the following aspects of your data centre:

a.Electrical systems including:

i.Redundancy and distribution methods and topology

ii.Uninterruptible power supply (UPS)

iii.Backup generation (if applicable) and switching

iv.Grounding

b.Mechanical systems including:

i.Redundancy

ii.Plumbing/piping/pumps

iii.Air conditioning systems

iv.Systems Maintenance

c.Fire systems including:

i.Detection / Suppression methods

ii.Alarming and notification

iii.Ratings of environment

d.Architectural system (walls and ceiling) including:

i.Raised Floor

ii.Fire stopping

iii.Access / environmental containment

e.Physical security including:

i.Access control

ii.Monitoring systems

iii.Alarming systems

f.Environmental Systems including:

i.Conductive and particulate contamination

ii.Air Flow

iii.Equipment Layout

iv.Temperature and humidity

v.Overall Cleanliness

operform an analysis of the information gathered, and develop a Summary Assessment Document describing:

oOur findings;

oThe impact of the findings;

oRecommendations for remediation of the findings that are inconsistent with IBM best practices in the data centre.

Completion Criteria:

  • This activity is complete when:
  • the workshop interviewsdata collection activity is complete with your personnel are complete; and
  • the computer thermal modeling and analysis process is complete; and
  • when we have presented our Computer Room Thermal Analysis Document and interpretation of the results to youwhen the visual inspection of the data centre is complete..

Deliverable Material(s):

We will deliver one (1) copy of the Computer Room Thermal Analysis Document.ummary Assessment Document.

Your Responsibilities

You agree to:

  • provide access to your location as required;
  • provide access to the assigned personnel required to gather the information;
  • attend all meetings as scheduled with our project team;
  • escalatewithin your organization as required; and
  • provide the architectural/electrical/fire protection/mechanical drawingsrequested information as it as they relates to tthe data centre.; and
  • provide your estimated business growth projections and related computer equipment growth projections.

4.0DELIVERABLE MATERIALS

The deliverable Materials, expected to be created during this project, will be:

  • Summary ssessment ocume Computer Room Thermal Analysis Document.nt

5.0ESTIMATED SCHEDULE

These Services will be performed consistent with the estimated schedule mutually agreed upon by both of us. We both agree to make reasonable efforts to carry out our respective responsibilities according to such schedule.

The following is provided for planning purposes:

Estimated Start Date: ______

Estimated End Date:approximately four (4)(two calendar weeks after the start of the Services

6.0COMPLETION CRITERIA

IBM will have fulfilled its obligations for the Services described in this SOW when any one of the following first occurs:

  1. IBM accomplishes its tasks described in this SOW, including delivery of any deliverable Materials; or

2.The project is terminated in accordance with the provisions of this Statement of Work.

7.0CHARGES

The charge for the Services described in this SOW, exclusive of applicable taxes and shipping charges, is six thousand five hundred dollars ($6,500.00). If travel is required, you are responsible for all actual and reasonable travel and living expenses incurred by IBM’s personnel during the performance of this project.

You will be invoiced monthly for activities performed and expenses incurred upon the completion of the project. Invoices are payable upon receipt. You agree to pay by electronic funds transfer or other means acceptable to IBM to an account specified by IBM.

8.0TERMINATION

You may terminate this SOW by giving two (2)one week’s written notice prior to the start date. You agree to pay our charges for Services we perform up to the date the Statement of Work is terminated and any charges we incur as a result of termination the Service.

9.0OTHER TERMS AND CONDITIONS

9.1Required Consents

You are responsible for promptly obtaining and providing to IBM all Required Consents necessary for IBM to provide the Services described in this SOW. A Required Consent means any consents or approvals required to give IBM and its subcontractors the right or license to access, use and/or modify (including creating derivative works) the hardware, software, firmware and other products you use, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products.

You will indemnify, defend and hold IBM, its affiliates and subcontractors, harmless from and against any and all claims, losses, liabilities and damages (including reasonable attorneys’ fees and costs) arising from or in connection with any claims (including patent and copyright infringement) made against IBM, alleged to have occurred as a result of your failure to provide any Required Consents.

IBM will be relieved of the performance of any obligations that may be affected by your failure to promptly provide any Required Consents to IBM.

9.2Database Content and Security

You will be responsible for the content of any database, the selection and implementation of controls on its access and use, backup and recovery, and the security of the stored data. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in this project from access by unauthorized personnel.

9.3Laws, Regulation, and Statutes

You are responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect your existing application systems or programs that we will have access to during this project. It is your responsibility to assure that the systems and programs meet the requirements of those laws, regulations, and statutes.

9.4Data Privacy

You agree to allow IBM and its affiliates to store and use your business contact information, including names, business phone numbers, and business e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors acting on IBM’s behalf, IBM Business Partners who promote, market, and support certain IBM products and services, and assignees of IBM and its subsidiaries for uses consistent with our business relationship.

9.5Materials

IBM will specify Materials to be delivered to you. IBM will deliver one copy of the specified Materials to you. IBM grants, or will have granted, to you an irrevocable, worldwide, paid-up license to use, execute, reproduce, display, perform, and distribute, within your Enterprise only, copies of the specified Materials.

You agree to reproduce the copyright notice and any other legend of ownership on any copies made under the license granted in this Section.

10.0PROJECT CHANGE CONTROL PROCEDURE

If a change to this SOW is required, both of us agree to use a Project Change Request (called “PCR”) as the vehicle for communicating change. The PCR must describe the change, the rationale for the change and the effect the change will have on the project.

The designated lead of the requesting party will review the proposed change and determine whether to submit the request to the other party.

Both of us will review the proposed change and approve it for further investigation or reject it. IBM will specify any charges for such investigation. If the investigation is authorized, both of us will sign the PCR which will constitute approval for the investigation charges. IBM will invoice you for any such charges. The investigation will determine the effect that the implementation of the PCR will have on price, schedule and other terms and conditions of the Agreement.

A written Change Authorization and/or PCR must be signed by both of us to authorize implementation of the investigated changes.

11.0Administrative Information

For administrative and invoicing purposes your reference number is P00xxxxx.

Appendix A – Deliverable Guidelines

A – 1: Summary Assessment DocumentComputer Room Thermal Model Document

Content:

The Summary Assessment DocumentComputer Room Thermal Model Document will document the conditions and status of the data cetnre in question, document the findings, document the Thermal Models developed for the data cenre and table our recommendations for corrective actions (if any are required) identifies considerations and/or potential obstacles envisioned for the data centre.

Delivery:

One (1) hard copy of the Summary Assessment Document Computer Room Thermal Model Document will be delivered to your Point of Contact within fourteen (14four (4) weeks) days after the workshop interviews and data centre inspection.

Form E1600-00 (2005-07-15)