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2014-317 IT - Lenova for PC replacement $20,000
[Departmental Use Only] TITLE OCIT PCRSVCS FY 2014 NORTH CAROLINA SERVICES AGREEMENT UNDER$90,000.00 ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 2nd day of' June, 2014, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Leno vo, (hereinafter,the "Provider"). WITNF.SCETN• That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect. to (insert type of project): PC Replacement services ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services. as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. Revised 9/13 1 ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that inlay or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications., or credentials are current, active,and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See attached Orange County NC -Lenovo Services SOW 4. Duration of Services a. Term. The term of this Agreement shall be from June 2,2014 to December 21, 2014. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. Revised 9/13 2 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be June 2,2014. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed Twenty Thousand Dollars ($20,000). Payment for Basic Services shall become due and payable within thirty (3 0) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. CooReration and Coordination. The County has designated (Chief Information Officer) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at hiip://orang ecountync.gov/purchasing/contracts.gV). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Revised 9/13 3 Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County fi-om all loss, liability, claims or expense, including attorney's fees, arising from bodily injury including death or tangible persona 1 property damage of any person or persons caused by the negligence or willful misconduct of the Provider except to the extent swine are caused by the negligence or willful misconduct of the County or a third party. It IS the intent of this provision to require the Provider to indemnify the County from third party claims for bodily injury including death or tangible personal property damage caused by the negligence or willful misconduct of the Provider to the fullest extent permitted under North Carolina law. b. NOTWITHSTANDING ANY LANGUAGE IN THIS AGREEMENT TO THE CONTRARY AND OTHER THAN PROVIDER'S OBLIGATIONS UNDER 8.(a): (1) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, ANTICIPATED SAVINGS OR REVENUE; OR ANY LOSS OF OR DAMAGE TO DATA; ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES OR PRODUCTS SOLD HEREUNDER; EVEN IF A PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARE FORSEEABLE; AND (2) IN NO CASE SHALL PROVIDER'S TOTAL CUMULATIVE LIABILITY TO COUNTY FOR ALL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY COUNTY UNDER THIS AGREEMENT. THE TERMS OF THIS SECTION 8(b) SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's Revised 9/13 4 material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Revised 9/13 5 e. Entire Agreement. This Agreement represents the entire and integrated agreennent between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement,then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Provider's Name Attention:Mike Wilcox Lenovo (United States) Inc. P.O. Box 8181 1009 Think Place Hillsborough,NC 27278 Morrisville,NC 27560 [SIGNATURE PAGE TO FOLLOW] Revised 9/13 6 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: y' -- County Manager Printed Name and Title This in nt been approved as to technical content. CIO,Dep ent Director This instrumen has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Chief Financial Officer This " t been approved as to form and legal sufficiency. ce o the County Attorney Revised 9/13 7 lenOvO Services Statement of Work This Statement of Work (called "SOW") between Lenovo (United States) Inc. ("Lenovo") and Orange County NC Government ("Customer") defines the scope of work to be performed by Lenovo under the terms and conditions of the Lenovo Customer Agreement, Lenovo Master Services 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 Overview of Services Installation services of new Lenovo PC equipment at the Orange County, North Carolina Government building locations. The expected services and schedule are as follows: • Approximately 102 system units with monitors are to be deployed over various locations in Orange County. • On-site system installation provides assistance with planning and scheduling, with installation, of your products to include scheduling, delivery, unpacking, placing, plugging, inspection, power up, customer install process removal of packaging material, and removal and asset processing of legacy equipment from each location. 2.0 Description of deliverables and Services 2.1 Project Coordination Lenovo will provide the overall project management and coordination of services in this SOW. This will include assigning a named project manager to work with Orange County IT(OCIT)staff on the planning scheduling, implementation, and all finalized signoffs and reporting for these services. 2.2 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 preparation 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 PC/laptop deployment prior to the machines being sent for processing through the Asset Recovery and Disposal scope of shown in Exhibit B,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. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Pagel of 11 lenovo Services Statement of Work 13. Provide Asset Recovery and Disposal Services for legacy equipment per scope detailed in Exhibit B 2.3 Services and deliverables 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 5. 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 3.0 Service Terms 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 hardware/software/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 PCslLaptops to a network location. 8. You will supply list of computers to be replaced, replacement types,their locations and department contacts. 9. 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. 10. 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. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 2 of 11 /enovo Services Statement of Work 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 service(s). 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 clear 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 the 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 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. 4.0 Roles and Responsibilities 4.1 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. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 3 of 11 lenovo Services Statement of Work 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 buildingstrooms 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. 4.2 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. 2. 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. 5.0 Change Control Procedure Any changes to this SOW must be documented in an amendment signed by official representatives of Loth parties. If a change to this SOW is required, both of us agree to use a Project Change Request("PCR") form as the vehicle for communicating change. The PCR form is attached to this agreement as Exhibit A. 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"). 5.1 Change Management Process: 1. The party proposing the change will document the request using the PCR Form. 2. The receiving party will review the proposed Project Change Request and determine whether the change is acceptable or requires modifications. 3. Both parties will, in good faith, mutually review the proposed Project Change Request and will (i) approve it, (ii)agree to further investigation, or(iii)reject it. 4. When the parties agree to the change, they will sign the PCR Form, which upon signing by both parties will constitute authorization to implement the change. 5. Both parties agree that such approval shall not be unreasonably withheld and will execute the Project Change Request, unless able to provide the other party with written data that disproves the identified variation. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 4 of 11 lenov0 Services Statement of Work 6.0 Service Fees The charges for the Services described in this SOW,exclusive of applicable taxes and shipping charges are set forth in this section or as shown in an attachment to this statement of work. Ordering Service Description Part Number Charge Expected Qty Per Unit PC Migration Service TBD $135.00 102 Per unit 204 -- - Asset Recovery Service TBD $30.00 (102 system units, Per unit 102 monitors) Completed Services performed under this SOW will be invoiced on a monthly basis based on completion of work unless otherwise agreed. Invoicing for services completed under this SOW will include the date that the service was performed, summary of service performed and the number of units billed for each transaction. Payment terms are in accordance with the Agreement. 7.0 Project Management The Service will be performed consistent with the scheduling process and mutually agreed volumes. Any special considerations may be identified in attachments to this statement of work. Both parties agree to make reasonable efforts to carry out their respective responsibilities according to any agreed schedules. Should any services be identified as a significant project effort then the parties may establish a project plan to manage the effort. Any special rates or considerations that apply to projects will be addressed using the Change Control process. 8.0 Acceptance or Completion Criteria All Lenovo responsibilities relating to this SOW are complete upon completion of deliverables and Services as stated in this SOW, and confirmed via final report issued to the Customer's Point of Contact. If applicable. Customer's Point of Contact may provide sign-off to the final report via Lenovo via email or any other medium Customer shall have three (3) business days to provide sign off or report any deficiencies in writing. Customer's failure or delay to provide any sign off within such period shall be deemed acceptance by the Customer. Completion of individual transactions will be acknowledged by the end users receiving the service and tracked through the Customer Ticketing system (if available). Additional Forms may be used on sites to gain acknowledgement of the completed work by the end user. 9.0 Term and Termination 1. This SOW shall become effective upon signatures by both parties("Effective Date"). 2. Either party may terminate this Agreement upon thirty(30)days'prior written notice to the other party. 3. Either Party may terminate this SOW for uncured material breaches of its terms, provided that, the one who is not complying is given prior written notice that includes a reasonable cure period. 4. Customer agrees to pay Lenovo for a. all Services Lenovo provides and any intellectual property Lenovo delivers through Service termination, Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 5 of 11 /enovo Services Statement of Work b. all expenses Lenovo incurs through Service termination, and c. any charges Lenovo incurs in terminating the Service. 5. Any terms of this Agreement which by their nature extend beyond termination or withdrawal of a service remain in effect until such rights and obligations are fulfilled and apply to respective successors and assignees. 10.0 General Terms 1. This SOW is the sole and complete understanding of the parties regarding the subject matter hereof, superseding all prior or contemporaneous agreements and understandings,whether written or oral 2. No hardware products or software products may be sold or acquired under this SOW. Customer accepts the terms of this SOW and attached Exhibits by 1)signing it and returning it to Lenovo, 2) authorizing the ordering of the included Service(s)from Lenovo, 3)making payment for an ordered and invoiced Service(s) included in this SOW. Agreed to: Orange County NC Government Agreed to: L novo(United States) Inc. By: By. Authorized Signature v Authorized Signature Name: Name: . C A,' F� (type or print) (type or print) Date: Date: a c7/ j q- Customer address and contact information: Statement of Work Date: Lenovo Address: 1009 Think Place, Morrisville, NC 27560 Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 6 of 11 Lenovo Services Statement of Work Exhibit A Project Change Reguest(PCR)Form v PCR Number: Revision Number: Create Date: Revision Date: PCR Title: SOW/Contract Title Customer or Name: Email: Phone: Vendor Name: -- Change Initiator: Name: Email: Phone: (prepared by) --— X. Reason for Change: (Include description of existing state) Description of Desired Change: Effect of Change: (Include description of impact if implemented and if NOT implemented) In the fields below, identify impact to Budget, Schedule, Quality, Quantity, Resources, and Cost;insert n/a if not applicable Budget: Schedule: Quality: Quantity: Resources: Cost: Cost to be paid by: j Signatures below imply acceptance of the change detailed above. For: Lenovo For: Orange County NC Government Signature Signature: Printed Name: Printed Name Title: Title: Date: Date: Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 7 of'11 /enovo Services Statement of Work Exhibit B-Asset Recovery and Disposal Services Scope of Work co 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 joarty 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 the 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 this SOW. c) Remove Customer property and/or asset tags, if applicable d) As applicable, perform Data Sanitization according to the National Institute of Standards & Technology (NIST) 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 j) 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 specked 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. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 8 of 11 Services Statement of Work 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. 7. Customer must provide acknowledgement to the final settlement report within five (5) business days of receipt. 4.o 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. 6. 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 or 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 vendor's offer according to the terms of the title transfer agreement, a copy of which is attached hereto as Exhibit C 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 bio-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 liens, 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. Orange County NC Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 9 of 11 Lenovo Services Statement of Work 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. 6. Customer will obtain and provide to Lenovo all Required Consents necessary for provision of the Sen/ices 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 in the Service Fees section • 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 assets received. • Values for product can change monthly;value deduction is typically 3-7%per month. Final Asset Recovery: will be sent after receipt, processing and reconciliation of the assets • Estimated asset values based on the assets received 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 Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 10 of 11 /einOVO Services Statement of Work Exhibit C—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 willl 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 EQUIPMENT PURCHASE AGREEMENT WHEREAS CUSTOMER has certain surplus IT Equipment and WHEREAS, BUYER has agreed to take 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 a 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 Gov't-Lenovo Services Statement of Work(16 APRIL 2014) Page 11 of 11 A��® r DATE(MM1,,2D/wvv) CERTIFICATE OF LIABILITY INSURANCE 1 05114", THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ — m PRODUCER CONTACT 'O NAME: 7 AOn Risk Services Northeast, Inc. PHONE FAX New York NY Office (AIC.No.EXt): (866) 283-7122 Aic No.): 800-363-0105 199 water Street New York NY 10038-3551 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIL rr INSURED INSURER A: Zurich American Ins CO 1(1:3 Lenovo (united States) Inc. INSURER B: American Zurich Ins Co 40141 1009 Think Place Morrisville NC 27560 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570053752337 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL T11 I FR MS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD NND POLICY NUMBER MMIDD MMIDDIYYW LIMITS • X COMMERCIAL GENERAL LIABILITY GLA EACH OCCURRENCE 1,1,000.000 CLAIMS-MADE X❑OCCUR SIR applies per policy terns & condi ions !,,1_,000.000 PREMISES Ea occurrence _ MED EXP(Any one person) S 10,000 PERSONAL 8 ADV INJURY `.>1,000,000 .:,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE -___ N X POLICY F—]PRO- ❑LOC PRODUCTS-COMP/OP AGG :!.'.000,000 JECT OTHER: • GLA 6540100 05 04/30/201404/30/2015 COMBINED SINGLE LIMIT 00 AUTOMOBILE LIABILITY '6 , 0,OOO Ea accident X ANY AUTO BODILY INJURY(Per person) ___._..___..__ Z ALL OWNED SCHEDULED BODILY INJURY(Per accident) .d+ AUTOS AUTOS - 10 NON-OWNED PROPERTY DAMAGE v X HIRED AUTOS X AUTOS Per accident dl UMBRELLA LUIB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE DED RETENTION B WORKERS COMPENSATION AND WC654010205 04 30 2014 04/30/2015 �( PER OTH- EMPLOYERS'LIABIIJTY YIN - ---—-- ANY PROPRIETOR I PARTNER/EXECUTIVE N E.L.EACH ACCIDENT S1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NM E.L.DISEASE-EA EMPLOYEE $1,ow),000 If yes,describe under E.L.DISEASE-POLICY LIMIT $],000,000— DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Insurance. T� CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE '011TH THE POLICY PROVISIONS. Lenovo (United states) Inc. AUTHORIZED REPRESENTATIVE 1009 Think Place Morrisville NC 27560 USA t� ✓L��iGt L1e18 c/IOI.�f a�� ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD