HomeMy WebLinkAbout2012-430 IT - Lenovo for Computer Replacement 1009 Think Place Bldg #1 $39,909 '�entsvv Services Statement of Work
This Statement of Work (called "SOW) defines the scope of work to be performed by Lenovo under the terms
and conditions of the Lenovo Customer Agreement or equivalent agreement in effect between us (called
"Agreement°). In the event of conflict between the terms of this SOW and the Agreement, the terms of this SOW
shall prevail.
1,0 Scope
Installation services of new Lenovo PC equipment at the Orange County,North Carolina Government building
locations.
The expected volumes and schedule is as follows:
• Approximately 300 system units with monitors are to be deployed over a one month period.
• Service Overview
On-site system installation provides assistance with planning and scheduling, with installation, of your
products to include delivery, unpacking, placing, plugging, inspection, power up, customer install process.
Removal of shipping boxes and packing materials from each location.
• Service Includes:
1: Provide project management and adequate staffing of resources for the project.
2. Communicate with department contacts directly for scheduling one(1)week in advance of appointments;
appointments to be scheduled by 24 hour period at maximum. Rescheduling requests to the individual
customers should be at least 24 in advance.
3. Receive and stage customer provided product inventory at a local warehouse in preps ration'for these
services.
4. plan,schedule and implement delivery and install of computers,monitors, keyboards,mice and all
necessary cables to end-user desks. Cable management to be completed after install of new equipment,
with end-user consultation for positioning.
5. Establish,configure and verify connectivity to network,domain and deployment resources/shares.
6. Verify software/applications on old machine prior to move,migrate user data from old machines to new
machines(as required),and verify that data was transferred to the new machine.The amount of data that
needs to be migrated should not require a transfer time that exceeds 15 minutes per device.
7. Insure user can log on to new computer,access migrated data,email,and other network resources.
8. Verify and install applications needed by user that are not included in base software load.
9. Record and report to Orange County Information Technology(OCIT)all equipment identifiers,to include
Serial Number,OC Number,location and end-user;both old machine and new,including monitor.
10. Remove all product packing material from each site.
11. Remove old equipment and provide verification of data destruction for devices that contain storage
devices.The old equipment will be securely stored for a period of 10 business days from the last
PCAaptop deployment prior to the machines being sent for processing through the Asset Recovery and
Disposal scope of shown in Exhibit C,which includes the data being removed/destroyed from the
devices.
12. Utilize the Orange County Help Desk and defined points of escalation to report any and all problems with
users computer replacements.
13. Provide Asset Recovery and Disposal Services for legacy equipment per scope detailed in Exhibit C.
= Services Do Not Include:
1: Image testing and verification
2. Facility or infrastructure network cabling
3. Configuring peripherals other than the system unit.monitor,keyboard,and mouse.
4. Troubleshooting any applications
S. Reimaging of any de-installed system onsite.
6.. Customization of Microsoft'Windows OS or any application software
7. Scripting for application installations
8. 'Other items not specifically defined in the"Service includes"section
Orange County NC Govemment-Services SOW-0111412013 1 of 13
2.0 Service Terms and Responsibilities:
1. Work to be performed during business hours 9am-5pm local time,excluding holidays,or as identified in a
specific schedule.
2. You will provide a designated point of contact to work with the Engineer and Project Manager/Coordinator as
required
3. You will provide all necessary hardwaretsoftware/licensing
4. You will provide administrative level access to the existing,network as required
5. You will provide access to the facility during standard and after business hours as/if applicable.
6. You will provide general project communication to Orange County staff/users,via Everyone emails,website,
Dept Head meetings, Liaison meetings.
7. Data should be migrated off of local PCs/Laptops to a network location.
8. You will supply list of computers to be replaced,replacement types,their locations and department contacts.
g. OCIT'to provide Help Desk support for escalation of issues that arise during deployment as related to the
County's network, licensed software and other computing resources,i.e.,printers,scanners,etc.
1`0. You will install and configure any applications or peripherals deemed out-of-scope of vendor responsibility.
11. You will respond to customer complaints through vendor escalation
12. You will review and assessment of vendor processes before and during deployment.
13. Verification of equipment records and any associated documentation during deployment and after completion.
14. Should the above-mentioned Client responsibilities not be able to be met, it will directly affect the estimated
cost of the project.
15. All work done will be on a per unit(PC/Laptop)installation cost basis,with a minimum installation of 50 units.
The Client will only be billed for the number of PCs/laptops installed.
16 This work is scheduled to be performed during standard business hours.
17. Due to reliance on the Client's existing backup solution, Lenovo can assume no responsibility for any loss of
data.
18. Any hardware/software issues discovered while the engineer is on site will directly affect the estimated cost of
the project.Should issues be discovered,the Client will be notified and a written change order notice will be
issued to facilitate any mutually agreed upon changes.
19. Lenovo is not responsible for re-connecting personal devices(i.e., iPhones,etc)-to-the new computers.
20. Free and clear access to ensure delivery of machines to each building for the deployment days.
21. If an established schedule must change,or out of scope work is requested,additional charges may apply.
22. A pilot project may be required to validate the scope of work.
23. The basic system components for the project include the system unit,monitor,keyboard and mouse.
24. As part of the installation,the Service Provider will identify any"Defective on Arrival"(DOA)Lenovo hardware
product to the Orange County IT staff.
25. Lenovo is not responsible for missed schedule deadlines if they are caused by extended power outages,acts
of nature and/or other causes beyond the Service Provider's reasonable control.
26. Service will be invoiced as defined in Section 5.0 and payment is due within 30 days of a properly,submitted
invoice.In the event of a dispute,the Customer reserves the right to withhold the disputed amount until the
parties resolve the dispute,
27. The scope,pricing and terms and conditions outlined in this SOW address'only these services) The
purchase terms,descriptions and pricing of any Lenovo hardware product(s)that may be related to the
services addressed in this SOW are outlined in other documents such as formal proposals,pricing quotes,the
Lenovo Customer Agreement or equivalent agreement in effect between us for Lenovo hardware purchase.
28. A Gear escalation path will be defined and provided along with a list of the key contacts in the engagement
with telephone and email contact information prior to the start of the engagement to ensure that all parties
have the information necessary to reach alternates'or back up contacts if the situation arises.
29. Lenovo will put together a formal project plan as required,including any applicable technician instructions,an
outline and sample of the tracking and reporting incorporated into the engagement, service level agreements
and the skill level of technicians who will be supporting this engagement for your review prior to the
customer engagement.
30. Unexpected and unforeseen out-of-scope-requirements may result in additional charges. Should this
situation arise,you will be notified prior to performing any out-of-scope services.Agreement and approval
from you must be provided in writing.
31. Customer information or data which is obtained or otherwise accessed in the performance of this SOW will be
held in confidence and will not be disclosed to any third party or to employees,agents,subcontractors,or
suppliers who do not have the need for access to such information or data.
32. Services shall be performed in a good and workmanlike manner by qualified personnel in the agreed upon
timeframes and in accordance with generally accepted professional standards for such Services and to
conform to the specifications and requirements,if any,specified in this SOW. Lenovo shall be responsible for
Orange County NC Government-Services SOW-01/14/2013 2 of 13
all errors or omissions,in the performance of the Agreement. Lenovo shall correct any and all errors,
omissions,or mistakes at no additional cost to the County.,
33. Without prior written consent,Lenovo will not in any manner advertise,publish or disclose the existence of
this SOW or it's terms or that Lenovo has contracted with you to furnish the Services described in this SOW,
34. You are responsible for appropriate software licensing for any image provided to Lenovo to be loaded on the
hardware on your behalf.
35. You agree to participate in a review of the terms of the SOW with Lenovo to ensure that Lenovo has identified
and included all of your requirements.
36. You are responsible for safeguarding the confidentiality of any of your information including but not limited to
passwords.
37, For service engagements that incorporate services rendered over an extended period of time and"per seat"
pricing that is based on a blend of all costs over this extended period of time,withdrawal from or termination
of the SOW for any reason requires 60(sixty)days written notice and the opportunity for Lenovo to itemize
any final payment due for services rendered:
38. You will provide Lenovo with the full address,on-site contact name,phone number,e-mail address and any
special access instructions for each location where the Services in this SOW are to be performed.
3.0 Customer Responsibilities
1. Customer will designate a project manager who will be your Point of Contact for all communications related to
this project and will have the authority to act on your behalf in all matters regarding this SOW.
2. Customer will provide a safe working environment.
3. Customer will outline their installation schedule requirements prior to Lenovo hardware product shipment and
start of these services,and technicians arriving on site,
4. Customer will have sufficient space and power outlets to perform the Service.
5. Customer will provide an on-site contact during normal business hours that will provide the location of the
buildings/rooms,where the service will be performed.
6. Customer will provide access to the buildings/rooms where Service will be performed and any necessary
security during Service hours,including any special parking permits for ease of access to the sites, including
dock access outside and within buildings.
7. Customer must provide all required cables including but not limited to power and Ethernet cables.
8. Customer is responsible for safeguarding the confidentiality of any of its information including but not limited
to passwords.
9. Customer is responsible for troubleshooting all network connectivity problems to resolve general and network
connectivity issues.
10. Customer is responsible for compatibility of all hardware and software to be installed as a part of this service.
11. Customer is responsible for customizing or setting of user preferences.
12. Customer'must allow the Service Provider full and unrestricted access to all locations where the service is to
be delivered:
13. Customer must provide a script for the install,if applicable.
14. If product is to be connected to the Customer's network,Customer will supply the necessary network
configuration(i.e.TCP/iP address,etc.)prior to or when Lenovo arrives on-site to perform the installation.
15. Customer is responsible for performing a backup of the hardware prior to intervention by Lenovo:
4.0 Lenovo Responsibilities
1. We will designate a primary contact that will be your focal point for all communications related to this Service
and will have the authority to act on our behalf in all matters regarding this SOW.
1 We will establish and maintain Service communications through your Point of Contact.
3. We will provide a Service Provider at your identified site(s)to perform the tasks as specified under the
Services offering defined in this SOW.
5.4 Charges and Estimated Schedule
Customer will engage Lenovo by signing this SOW and/or issuing a Customer Authorization via a Lenovo created
customer web portal,issuing a purchase order,or written or electronic authorization. The Customer signature on
this contract or the party submitting the Customer Authorization is assumed to be by a person duly authorized to
sign on behalf of the Customer. Once this SOW is signed by the Customer or Lenovo is in receipt of a Customer
Authorization for the services;outlined in this SOW,either will be considered the Customer's authorization to
Lenovo to invoice for Services defined within this SOW. This signed SOW or receipt of a Customer Authorization
is the Customer's agreement that Lenovo generated invoicing will be accepted,should the Customer internal
Orange County NC Government-Services SOW-01114/2013 3 of 13
process not require issuing a formal Purchase Order to encumber funds for the services to be rendered under this
SOW.
The charge for the Service described in this SOW,exclusive of applicable taxes and shipping charges,is set forth
on the Exhibit A.Services will be invoiced upon completion.
The Service will be performed consistent with the estimated schedule mutually agreed upon by both of us and
identified in Exhibit A. We both agree to make reasonable efforts to carry out our respective responsibilities
according to such schedule.
It is the intent of Lenovo to be ready to perform Services within thirty(30)days from contract signature. Normally,
Lenovo will begin to plan and schedule services within 5 days of receiving the Customer Authorization,customer
point of contact information, and applicable access to customer facilities, resources, personnel, and technology
infrastructure.
Lenovo's responsibilities are complete when the items listed in Section 1.0 have been performed and confirmed
via final report issued to the Customer's Point of Contact, Customer's Point of Contact will provide sign-off to the
final report via Lenovo created customer web portal or email.
6.0 Completion criteria
Unless you notify us otherwise,the Service will be considered complete and satisfactorily performed 30 days after
Lenovo hardware product shipment.
If requested,a signed copy of a Service Completion Record will be delivered to your on-site contact which
specifies the activities performed by our Service Provider.
If you choose to schedule the Service which will result in a completion more than 30 days after Lenovo hardware
product shipment,the terms of the Agreement in effect between us apply to the Lenovo hardware product
purchase.
7.0 Project Change Control Procedure
If a change to this SOW is required,both of us agree to use a Project Change Request CPCR')as the vehicle for
communicating change. Any written request that is dated,signed,acknowledged by the other party and
describes the change,the rationale for the change and the effect the change will have on the project will be
considered a Project Change Request Depending upon the extent and complexity of the requested change,the
agreed to pricing and charges may need to be adjusted. We will mutually agree to any changes and Lenovo will
confirm the changes in writing('Change Authorization").
8.0 Required Consents
You are responsible for promptly obtaining and providing to Lenovo all Required Consents necessary for Lenovo
to provide the Services described in this SOW. A Required Consent means any consents or approvals required
to give Lenovo and its subcontractors the right or license to access the locations where the Services are to be
performed and to access, use andfor 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.
To the extent permitted by applicable law you will indemnify, defend and hold Lenovo, 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 Lenovo, alleged to have occurred as a result of your failure to provide any
Required Consents.
Lenovo will be relieved of the performance of any obligations that may be affected by your failure to promptly
provide any Required Consents to Lenovo.
No section of this agreement is intended to create a waiver of the Customer's rights and privileges as asovereign
entity,
Orange County NC Government—Services SOW—01114/2013 4 of 13
To the extent permitted by law, Lenovo will indemnify, defend and hold harmless the Customer, its officers,
employees from and against all claims, losses, liabilities and damages(including reasonable attorney's fees and
costs)arising out of the improper performance of services under this sow. The maximum cumulative liability of
Lenovo and its affiliates, suppliers and subcontractors for direct actions arising out of or related to this Agreement
and all orders issued hereunder, regardless of the form of the action or the theory of recovery, shall,be limited to
the total amount paid or payable by Customer to Lenovo.
Under no circumstances shall Lenovo, its subcontractors,suppliers be liable for any of the following; 1)third-party
claims against you for damages;2)loss of,or damage to,your records or data;or 3)special,incidental, indirect or
consequential damages (including lost profits, business, revenue, goodwill or anticipated savings), even if
informed of their possibility.
This Contract is governed by and interpreted under the laws of the State of North Carolina unless preempted by
federal law. The parties further agree that jurisdiction and venue for any matter arising out of or pertaining to this
Agreement shall be proper only in the state and federal courts located in Orange County; North Carolina and
Middle District of the State of North Carolina,and the parties hereby consent to such jurisdiction and venue.
See Exhibit A on next page
Orange County NC Government—Services SOW—01/14/2013 5 of 13
Exhibit A — Price Sheet
This Exhibit,;the SOW and applicable Agreement in effect between us are the complete agreement regarding this
Service transaction,and replace any prior oral or written communications between us.
1. Estimated Schedule
The following is provided for planning purposes:
Estimated Start Date: as jointly agreed to by customer and Lenovo
Estimated End Date: as jointly agreed to by customer and Lenovo,
2. Charges by Service
Service Description Qty Char a Per Unit 'Total
PC Migration Service 300 $125.00 Per deployment $37,500.00
Asset Recovery/Disposal Service 300 $25.40 Per asset $7,500.00
(per scope in Exhibit CID
TOTAL char a for above Services _ $45,000.00
Estimated Asset Value Recovery ($5,091:00)J
(per assumptions in Exhibit E
You accept the terms in this Exhibit and SOW by 1)signing it and returning it to Lenovo, 2) authorizing
the ordering of the included Service(s)from Lenovo, or 3) making payment for an ordered and invoiced
Service(s) included in this Exhibit and SOW.
Agreed to. OLange County NC Government AgreJ1o: v0(L1 Red S tes)Inc.
By: Sy:
►zed Signature ed Sig tuts
Nance: f Nam
(type or print) (type or nnt)
E}ate; / Date: J
Statement of Work Date:. OCNC GOVT Deployment
Customer address and contact information: Lenovo Address:
1009 Think Place,
This instrument has been pre-audited in the
manner required by the Local Government Morrisville,NC 27560
,.,r Budget ands Control Act
Clarence G. Grier,Assistant Co. Manager&
CFO
Orange County NC Government—Services SOW-01114/2013 6 of 13
Exhibit B — Change Order Request
JOB NAMEILOCATION BILL TO GENERAL INFO AS
----- APPLICABLE
Name Name Date Of Request
Address Address Chance Order#
city citv Proied Number
State Zip State Zeo Order Taken By
Contact information Contact information Customer PQ#
Description of Work:
The work descdt&d above may result in a change the mo of the Master Agreement, r for chanaing the n
wok e` 'WiQ andlor.Impact ft riQbt is expressty resented to mahe claims for any y a 11 of It=relaw
yAof to AM final setil-ement of this Master Agreement,
Customer Aporoval to Proceed:
r.,
Signature
Print Name: l Date
Orange County NC Government SeMces SOW—0111412013 7 of 13
Exhibit C — Asset Recovery and Disposal Services
Scope of Work
1.0 Overview
Lenovo Asset Recovery Services ("Service") are customizable set of services to help manage end-of-life.
technology equipment disposition by providing computer buy-back, refurbishment, data destruction, performed
according to applicable environmental laws and applicable local, state, or federal standards, and recycling in a
secure and environmentally responsible way. Lenovo may use third parties, referred to as"Service Providers", to
provide this Service. If the Service includes facilitating a sale,the sale is from the Customer and to the third party
and the transfer of title will be directly to the third party.
2.0 Scope
This SOW describes the purchase('buy back') and disposal service to be provided by Lenovo for Customer's
existing on site, surplus Desktop Systems, Mobile Systems, Servers, Monitors, Printers, and other computer
peripheral equipment('Product')as set forth in request for estimate.,
1. Services[Overview
Lenovo will support the receipt,of Customer's Product, maintain records of Product received,and if applicable,
remove Customer asset or property tags,overwrite or destroy hard drives, and recycle or dispose of Product
in accordance with applicable regulatory requirements. Lenovo can also support the purchase of Product by
third parties. Lenovo will facilitate donations to a third party,if required.
2. Services Include
a) Package Product and,if applicable,Palletize Product for shipment at agreed to designated location
b) Ship the Product from an agreed to designated location. The minimum quantity for each shipment
location, if applicable,is included in Exhibit A.
c) Remove Customer property and/or asset tags,if applicable
d) As applicable, perform Data Sanitization according to the National Institute of Standards& Technology
(MIST) SP800-88 clearing standards or destroy storage device. Storage device will be tracked by the
storage device's serial number and the parent Product's serial number
e) As applicable,optical media and portable magnetic media(CD's,DVD's,etc,)will be collected in a locked
confidential container and will be destroyed through a bonded process.
f) As applicable, provide certificate of data destruction by storage device serial number and parent Product
serial number
g) Prepare the Product for resale or recycling of scrap and assets with no resale value.
h) Recycle or dispose of Product in accordance with applicable regulatory requirements
i) Provide a certificate of environmental disposition for recycled Product
Provide a reconciliation report of Product received for each scheduled transaction by make, model,serial
number and Customer location
k) Performance on Monday through Friday,during local business hours unless otherwise agreed.
3;0 Customer Responsibilities
1, Provide a record and return schedule of assets to be serviced,prior to start of engagement.This list must be
in the format specified by Lenovo and include asset count, manufacturer,make,model,asset`
address/location, Product operating condition and, if available,manufacturers'serial number.
2. Remove any passwords from Product that may limit access to Product or provide passwords for the products.
3. Perform a backup of data on any Product prior to its shipment to the disposal location designated by Lenovo.
4. Do not provide any Product that is contaminated by any hazardous substances that were not part of the
Product when sold as new.
5. Inform Lenovo of any changes to locations and/or asset counts.
6. Ensure all equipment scheduled for shipment is available at the agreed to location for shipping and packaging
upon Lenovo's arrival at location. Reschedules or delays may incur additional charges.
Orange County NC Government-Services SOW-01/1412019 8 of 1;3
7. Customer must provide acknowledgement to the final settlement report within five (5) business days of
receipt.
4.0 Lenovo Responsibilities
1, Provide the monthly reconciliation report and project status report to Customer's point of contact via email.
2. Provide a clear escalation path along with a list of the key contacts, telephone and email contact information
prior to the start of the engagement to ensure that all parties have the information necessary to reach
alternates or back up contacts if the situation arises.
3. At the conclusion of the Service outlined in Section 2.0 Scope, Lenovo will facilitate the process of recovering
residual value from Product through a third party as set out in Section 5.0 Vendor Involvement.
& Provide a reconciliation report of Product received by make, model, serial number, Customer location and
Service charge. This report will track by storage device's serial number and the parent Product's serial
number regarding the wipe or destroy activity.
5.0 Vendor Involvement
Lenovo will facilitate the purchase of Product (for either subsequent resale or for scrap value) by a third party
vendor who offers such a program. Alternatively, the vendor may offer to take the Product for recycling with no
cash value.
In support of Vendor Involvement:
1. Monthly, Lenovo will receive a schedule of prices from a vendor or vendors of such a program. Lenovo will
share the applicable price schedules with Customer upon request.
2. Customer will receive an estimated value for Product that is functional, complete, and in good cosmetic
condition. For Product that does not meet these criteria, a deduction will be made for all missing parts and
any damages. Deductions will not exceed the value of the Product. If a Product does not appear on the
monthly pricing grid,the Customer may request a quotation.
3. When Customer submits,a request for Product to be collected, Lenovo will work with a vendor to provide an
initial estimate based on that vendor's applicable price schedule. This estimate will be based on the
information Customer submits about the Product,but it is not a final offer to purchase the Product. It may be
an estimate to purchase for resale, for scrap, or for recycling and disposal at no cash value. When the
Product has been prepared and delivered to the vendor, the vendor will provide a final purchase offer to
Lenovo. Lenovo will communicate that offer to Customer. The final offer will be based on the then current
FMV and the actual Product characteristics and Product condition, and may be greater or less than the initial
estimate:
4. Customer will accept the vendors offer according to the terms of the title transfer agreement, a copy of which
is attached hereto as Exhibit,D unless otherwise agreed. When Customer accepts the offer, Customer will
transfer title to the Products directly to the vendor according to the terms of this agreement.
5. The vendors selected by Lenovo for this Service will conduct the disposal or recycling of Product in
accordance with all applicable environmental laws.
6.0 General
1. Neither party will be responsible for non-performance due to strikes,work stoppages natural disaster, acts of
God or any event not reasonably foreseeable and beyond its or its Service Provider's reasonable control.
2. Customer warrants there are no blo-hazards,environmental hazards or other safety concerns exist,and that it
has clearly disclosed any unusual or hazardous working conditions to Lenovo.
3. Customer agrees that Products will be free and clear of any lions, encumbrances or restrictions not later than
the date of shipment of Product to the designated disposal location. Lenovo will bear risk of loss or damage
for Product upon receipt by the shipping carrier at the Customer location, but Lenovo will not be responsible
for any loss of data during shipment.
4. To the extent permitted by applicable law Customer will indemnify, defend and hold harmless Lenovo and
Service Provider and their affiliates and subcontractors,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 Lenovo or Service Provider or their affiliates or
subcontractors,
5. Lenovo will not be required to perform any obligations that are affected by the failure of Customer to obtain
any Required Consents.
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6. Customer will obtain and provide to Lenovo all Required Consents necessary for provision of the Services
described in this SOW. Required Consents include any consents or approvals required for Lenovo and
Service Provider to use and/or modify(including creating derivative works)the hardware, software,firmware
and any other Customer equipment and/or Products, without infringing the ownership or license rights
(including patent and copyright)of the providers or owners of such items.
7. Value Recovery and Fee Assumptions:
Asset Recovery Services Fee: shown on price sheet
• asset registration,audit,test,data erase, serial number recording;and reporting
• remarketing of asset or disposal
Estimated Shipping expenses for pickup: included for the Orange County/Wake County, NC area
Asset Recovery Fair Market Value*: will be sent after receipt,processing and reconciliation of the
assets
• Estimated asset values based on the asset assumption details is provided in Exhibit E.
• Values for product can change monthly;value deduction is typically 3-71/6 per month.
Final Asset Recovery: will be sent after receipt,processing and reconciliation of the assets
• Estimated asset values based on the asset assumption details is provided in Exhibit E and
final settlement report indicating value and condition of each product.
Notice on Product Value and Deductions
The fair market value ('FMV") for any Product will be determined by reference to the then-current
Schedule of Prices provided in a separate spreadsheet as modified by vendor on a monthly;basis, The
highest value will be for Product in good condition and working order, with no broken parts (Good
Working Order); Product not in good condition and in good working order, or with missing components
such as floppy drive,optical drive,memory,hard drive(if missing at the time of collection),power adaptor,
battery,etc.will be considered Non-Functional.
8. No section of this agreement is intended to create,a waiver of the Customer's rights'and privileges as a
sovereign entity
9. To the extent permitted by law, Lenovo will indemnify, defend and hold harmless the Customer, its officers,
employees and from and against all claims, losses, liabilities and damages(including reasonable attorney's
fees and costs)arising out of the improper performance of services under this sow.The maximum cumulative
liability of Lenovo and its affiliates, suppliers and subcontractors for direct actions arising out of or related to
this Agreement and all orders issued hereunder,regardless of the form of the action or the theory of recovery,
shall be limited to the total amount paid or payable by Customer to Lenovo.
10. Under no circumstances shall Lenovo, its subcontractors, suppliers be liable for any of the following. 1)third-
party claims against you for damages;2) loss of,or damage to,your records or data;or 3)special,incidental,
indirect or consequential damages(including lost profits,business; revenue, goodwill or anticipated savings),
even if informed of their possibility,
11. This Contract is governed by and interpreted under the laws of the State of North Carolina unless preempted
by federal law.The parties further agree that jurisdiction and venue for any matter arising out of or pertaining
to this Agreement_shall be proper only in the state and federal courts located in Orange County, North
Carolina and Middle District of the State of North Carolina, and the parties hereby consent to such jurisdiction
and venue.
Orange County NC Government Services SOW—01114/2013 10 of 13
1 - I i
Exhibit —Asset Recovery-Title Transfer Agreement
Buy Back Prices
The fair market value ("FMV") for any Product will be determined by reference to the then-current Schedule of
Prices provided in a separate,spreadsheet as modified by vendor on a monthly basis. The highest value will be
for Product in good condition and working order,with no broken parts(Good Working Order); Product not in good
condition and in good working order, or with missing components such as floppy drive, optical drive, memory,
hard drive(if missing at the time of collection), power adaptor,battery,etc.will be considered Non-Functional.
SURPLUS E QCIIAMENT PURCEIASR AGREE NIFNi'
WHEREAS CUSTOMER has certain surplus IT Equipment and
WHEREAS, BUYER has agreed to flake possession, ownership and control of the Surplus Equipment
under the terms and conditions set forth herein;
NOW THEREFORE, for good and valuable consideration. the receipt and sufficiency of which is hereby
acknowledged,the parties hereto agree as follows;
1.Definitions.
"CUSTOMER"and"BUYER"are the respective parties as listed on the Purchase Schedule
"Purchase Schedule" is the document which lists the Surplus Equipment which BUYER is offering to
purchase from Customer,and which,lists an offer price.
"Surplus Equipment"means the equipment listed in a Purchase Schedule which is being transferred from
CUSTOMER to BUYER as set forth in this Agreement.
2. Applicability: Surplus Equipment becomes subject to this Agreement from time to time when a
completed Purchase Schedule is signed by BUYER and CUSTOMER.
3.Transfer of Ownership of Surplus Equipment. Effective when the Purchase Schedule is signed by both
BUYER AND CUSTOMER, all right, title and interest in and to the Surplus Equipment shall pass from
CUSTOMER to BUYER. The BUYER shall take possession of the Surplus Equipment and shall use, transfer or
dispose of the Surplus Equipment at its own discretion.
4.Warranties
CUSTOMER represents and warrants to BUYER that it has good title to the Surplus Equipment,free of liens and
encumbrances. .
5. Payment: BUYER shall pay CUSTOMER the offer price for Surplus Equipment within 30 days of
the effective date of a signed Equipment Schedule.
6. Severability. In the event any one or more of the provisions of this Agreement and/or any Purchase
Schedule shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this
Agreement and/or any such Equipment Schedule shall be unimpaired, and the invalid,illegal or unenforceable
provision shall be replaced by mutually acceptable valid, legal and enforceable provision that comes as close
as possible to the intention of the parties underlying the invalid,illegal or unenforceable provision.
7. Counterparts, The Purchase Schedule may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall constitute but one and the same
instrument.
Orange County NC Government—Services SOW—01/14/2013 11 of 13
Exhibit E - Expected Equipment Asset Listing and
Estimated Value Recovery
It is expected through Lenovo's Asset Recovery Services,that current product in functional and
complete condition will have Fair Market Value.
The information below is for estimation purposes only,and is based on the equipment specs shown,
and will be provided based on actual product,timeline,and then current month's fair market value of the
product received.
Estimated
Dec 2012
FIVIV per
) t.abefis Count+of. Descrijtion/Specification asset TOTAL
184739U 1 Thinkpad I;52 Pentium M 7501.86GHz Centrino Laptop ' $ 15.00 $ 15.00
4243832 1 UNKNOWN $ - $
5005 1 UNKNOWN $ $
622343U 1 IBM Intellistation Z Pro Desktop $ - $ -
64634YU 12 Thinkpad T61 C21)T7300 2.OGHz Laptop $ 45.00 $ 540.00
6467A15 27 Thinkpad T61'CZDT73002.OGHz Laptop $ 45.00 $1,215.00
76734NU 1 Thinkpad X61 C21)T73002.OGHz Laptop $ 45.00 $ 45.00
817121U 1 Thinkcentre'S51 Pentium 43GHzDesktop $ 6.00 $ 6.00
8171580 3 Thinkoentre S51 Pentium 43GHz Desktop $ 6.00 $ 18:00
8183B2U 1 Thinkcentre 550 Pentium 4 2.8GHz Desktop $ 5.00 $ 5.00
8183B4U 1 Thinkcentre 550 Pentium 4 2.8GHz Desktop $ 5.00 $ 5.00`
8183D3U 2 Thinkcentre S50 Pentium 43GHz Desktop $ 6.00 $ 13.04
818307U 5 Thinkcentre S50 Pentium 43GHz Desktop $ 6.00 $ 30.00
81MGUU 3 Thinkcentre S50 Pentium 43GHz Desktop $ 6.00 $ 18.00
8185CTO 1 Thinkcentre M50 Pentium 42.6GHz Desktop $' 4.00 $ 4.00'
8185D3U 6 Thinkcentre M50 Pentium 4 2.6GHz Desktop $ 4.00 $ 24.00
8215DlU 7 Thinkcentre M52 Pentium 43GHz Desktop $ 6.00 $ 42.00
8215-DIU 1 Thinkcentre M52 Pentium 43GHz Desktop $ 6.00 $ 6.00'
8215E7U 1 Thinkcentre M52 Pentium 4 3GHz Desktop $ 6.00 $ 6.00
8813A69 148 Thinkcentre M55C2D E64002.13GHz Desktop $ 20.00 $2,960.00
922872U 1 IBM Intellistation Z Pro Desktop $ - $ -
9228MC1 3 IBM Intellistation Z Pro Zeon DC 3.OGHZ Desktop $ $ -
946295U 4 Thinkpad R60 CD T24001.83GHz Centrino Laptop $ 35.00 $ 140.00
CF-19CHGAXAM 1 Panasonic Toughbook CD 1.OGHz $ $ -
CF-19CHGAXBM 16 Panasonic Toughbook CD 1.0GHz $ $ -
CF19FHGAXA 4 Panasonic Toughbook C21)1.OGHz Centrino $ - $ -
CF19FHGAXAM 1 Panasonic Toughbook C21)1.OGHz Centrino $ - $
CF19FHYAXA 2 Panasonic Toughbook C2D 1.OGHz Centrino $ $
Gateway 1 UNKNOWN $
IX270B 3 UNKNOWN $ - $
IX620 7 UNKNOWN $ - $ -
L3D3446 1 UNKNOWN $ $ -
Grand Total 268
Orange County NC Government-Services SOW-01/14/2013 12 of 13
Exhibit F - Estimated Schedule and Tasks
Estimated Schedule of Completion and Tasks
The estimated project start date is based on Novamber-g,1612 start date,and a completed and signed
services statement of work(SO K9. The final schedule will be jointly agreed upon,
Week Week Week Week Week Week
Activities 2 ` 11/12 2 11/19/12 11/26/12 12/3/12 1 ip 12 12117/12 oec:Jan
Award/SOW/Contract
Complete X
Pre-plan meeting X
End User Scheduling X X
Project Management X X X X X X X
Receipt of New Product X X
Migration Services X X X X
Legacy Asset Storage X X X X
Asset Recovery/Disposal X
Orange County NC Government—Services SOW—01/14/2013 13 of 13