HomeMy WebLinkAbout2015-260-E IT - Lenovo for PC replacement services $37,180 DocuSign Envelope ID:62A3314D-2E66-4A5A-9E7A-5FD781 CF7066
[Departmental Use Only]
TITLE OCIT PCRSVCS
FY 2015
NORTH CAROLINA
ORANGE COUNTY SERVICES AGREEMENT UNDER$90,000.00
This Services Agreement(hereinafter"Agreement"), made and entered into this 15th day of
June, 2015, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Lenovo,
(hereinafter,the "Provider").
WITNESSETH:
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.
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ii) Provider shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns 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 may
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 Scope of Work document
4. Duration of Services
a. Term. The term of this Agreement shall be from June 15,2015 to January 15,2016.
b. Scheduling of Services.
i) The Provider shall schedule and perform its activities in a timely manner.
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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 15,
2015.
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 Thirty-Seven Thousand
One Hundred and Eighty Dollars ($37,180). Payment for Basic Services shall become
due and payable within thirty (30)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. Cooperation 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:Horanizecountync.gov/purchasing/contracts.asp). 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).
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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. Indemni . The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including attorney's fees, arising out of or
related to the Project and arising from bodily injury including death or property damage
to any person or persons caused in whole or in part by the negligence or misconduct of
the Provider except to the extent same are caused by the negligence or willful
misconduct of the County. It is the intent of this provision to require the Provider to
indemnify the County to the fullest extent permitted under North Carolina law.
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
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.
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11. Additional Provisions
a. Limitation and Assi rig merit. 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.
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. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
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
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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. Signatures.ate. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article I IA and Article 40 of North Carolina General Statute
Chapter 66.
j. 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: Michael Wilcox Lenovo(United States)Inc.
P.O. Box 8181 1009 Think Place
Hillsborough,NC 27278 Morrisville,NC 27560
[SIGNATURE PAGE TO FOLLOW]
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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: By: [H
County Manager
Maria Cooley Executive Director - Transition 5
Printed Name and Title
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ORANGE COUNTY—DEPARTMENT USE ONLY
Department
Party/Vendor Name: Lenovo, INC Party/Vendor Contact Person: Joey Savago Contact Phone: (704) 564-5571
Party/Vendor Address: 1009 Think Place-Bldg #1 City Morrisville State: NC Zip: 27560 Department: IT
Amount: $37.180 Purpose:PC Replacement Services Budget Code(s):61370035-897160-30007 Vendor#54140
(N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New
Renewal ❑ Amendment ❑ Effective Date 6/15/2015 Approved by Board Yes❑ No® Agenda Date:
This agreement is approved as to to d 00ntent:
5/28/2015
Department Director's Signature C OMIE7�A W... Date:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is
approved as to information technology co cations: D00AW'd W.
�ft :[� MAVUf
Office of the Chief Information Officer Date cne�atE73A610F...
Risk Management
This agreement is approved for sufficien tandards,specifications,and requirements:
u,us 6/2/2015
Office of the Risk Management Office WOCFO„eeoo.oa._ Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act: �p D-u -d�""'Q'”by'
�
I '
Office of the Chief Financial Officer FCSCFneere... Date: 6/12/2015
Legal Services
This agreement is approved as Ve! d sufficiency:
V U,"OJA. 6/19/2015
f the Coun Attorne Date:
Office o ty . s
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd@oranizecouniync.gov.
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
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SeWNMWID 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. In the event of conflict between
the terms of this SOW and the Service Agreement,the terms of the Service Agreement 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 220 system units are to be deployed (with minimum expected of 170 units)over various
locations in Orange County NC.
• On-site system installation provides assistance 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 hours 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, and any necessary 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.
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, 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.
2.3 Services and deliverables do not include
1. Image testing and verification
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Aeffallow4m Services Statement of Work
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 jointly agreed to schedule.
2. Pricing is based on 2.75 hours per PC deployment,with staffing of up to three technicians to support
this project. Deployments requiring additional hours will be charged pro rata in 0.25 hour increment.
Lenovo shall notify and obtain OCIT approval prior to engaging in additional hours per PC
deployment. Lenovo shall not charge for increments only partially worked. Hours shall be
determined by actual time spent on deployment regardless of number of technicians. Lenovo will
provide multiple technicians per deployment as needed to ensure minimal hours per deployment.
3. Customer will provide the necessary OCIT personnel and internal OCIT support as reasonably
needed to ensure project can be implemented on a continuous basis without interruption or impact
from Customer end users so that technician can support tasks and assumptions in this agreement.
4. Customer will provide a designated point of contact to work with the Engineer and Project
Manager/Coordinator as required.
5. Customer will provide all necessary hardware/software/licensing.
6. Customer will provide administrative level access to the existing network as required.
7. Customer will provide access to the facility during standard and after business hours as/if applicable.
8. Customer will provide general project communication to Orange County staff/users,via Everyone
emails,website, Dept Head meetings, Liaison meetings.
9. Data should already be migrated off of local PCs/Laptops to a network location.
10. Customer will supply list of computers to be replaced, replacement types,their locations and
department contacts.
11. 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.
12. Customer will install and configure any applications or peripherals deemed out-of-scope of vendor
responsibility.
13. Customer will respond to customer complaints through vendor escalation.
14. Customer will participate in a joint review and assessment of vendor processes before and during
deployment to ensure the required scope of work is being performed.
15. Verification of equipment records and any associated documentation during deployment and after
completion.
16. Lenovo assumes no responsibility for any loss of data due to reliance on Customer's existing backup
solution.
17. Lenovo is not responsible for re-connecting personal devices(i.e., iPhones, etc)to the new
computers.
18. A pilot project may be required to validate the scope of work,timings and costs shown in this
agreement. Any required pilot project will be completed within two(2)weeks of execution of this
Service Agreement and at no cost to the Customer.
19. The basic system components for the project may include the system unit, monitor, keyboard and
mouse.
20. As part of the installation,the Lenovo will identify any"Defective on Arrival" (DOA) Lenovo hardware
product to the Orange County IT staff.
21. 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 Lenovo's reasonable control.
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Services Statement of Work
22. Service will be invoiced as defined in Section 6.0 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.
23. The scope, pricing and terms and conditions outlined in this SOW address only these service(s).
24. 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.
25. Lenovo will put together a formal project plan, 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
Customer's review prior to the customer engagement.
26. 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 made by a written Amendment to this Service Agreement executed by the
Customer and Lenovo. Lenovo shall proceed to perform the Services required by the Amendment
only after receiving a fully executed Amendment from the County.
27. 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.
28. 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 Customer.
29. 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 Customer to furnish the
Services described in this SOW.
30. Customer are responsible for appropriate software licensing for any image provided to Lenovo to be
loaded on the hardware on Customer's behalf.
31. Customer agrees to participate in a review of the terms of the SOW with Lenovo to ensure that
Lenovo has identified and included all of Customer's requirements.
32. Customer 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 Customer's Point of Contact for all
communications related to this project and will have the authority to act on Customer's behalf in all
matters regarding this SOW.
2. Customer will provide a safe wonting 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.
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&MI/MWEP Services Statement of Work
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 Lenovo reasonable 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. Lenovo will designate a primary contact that will be Customer's 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. Lenovo will establish and maintain Service communications through Customer's Point of Contact.
3. Lenovo will provide a Service Provider at Customer's identified site(s)to perform the tasks as
specified under the Services offering defined in this SOW.
4. Lenovo shall provide Customer with all services required in Section 2 to satisfactorily complete the
Project within the time limitations set forth herein and in accordance with the highest professional
standards.
5. Lenovo shall exercise reasonable care and diligence in performing services under this Service
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. Lenovo is solely responsible for the
professional quality, accuracy and timely completion and/or submission of all work related to the
services.
6. Lenovo shall be responsible for all errors or omissions of its agents, contractors, employees, or
assigns in the performance of the Service Agreement. Lenovo shall correct any and all errors,
omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Customer.
7. Lenovo shall not, except as otherwise provided for in this Service Agreement, subcontract the
performance of any work under this Service Agreement without prior written permission of the
Customer. No permission for subcontracting shall create, between the Customer and the
subcontractor, any contract or any other relationship.
8. Lenovo is an independent contractor of Customer. Any and all employees of the Lenovo engaged by
the Lenovo in the performance of any work or services required of the Lenovo under this Agreement,
shall be considered employees or agents of the Lenovo only and not of the Customer, and any and all
claims that may 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 Lenovo.
9. Lenovo agrees that Lenovo, 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 Lenovo's services under this Service Agreement.
10. If activities related to the performance of this Service Agreement require specific licenses,
certifications, or related credentials Lenovo 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.
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SeWNWWAM Services Statement of Work
5.0 Change Control Procedure
Any changes to this SOW must be documented in an amendment signed by official representatives of both
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.
6.0 Service Fees
The charges for the Services described in this SOW, exclusive of applicable taxes are set forth in this section or
as shown in an attachment to this statement of work.
Service Description Charge Quantity Per Unit
PC Migration Service $149.00 220 Per unit
Out of scope—technician hourly rate $50.00 Per hour
Charges above are based on the Quantity of units shown and a minimum of 170 units.
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. Both parties
agree to make reasonable efforts to carry out their respective responsibilities according to any agreed schedules.
Lenovo and Customer will jointly agree to a schedule for these services. Any changes to completion dates will be
jointly reviewed.
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AMMMAM Services Statement of Work
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 unless
reasonably delayed. Customer's failure or unreasonable 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,
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.
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Aeff lowly Services Statement of Work
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, or 3) making payment for an ordered and
invoiced Service(s) included in this SOW.
Agreed to: Orange County NC Government Agreed to: Lenovo(United States) Inc.
By: tom.._
Authorized Signature Authorized Signature
Name: Name:
� f 1 k, Maria Cooley
(type or print) (type or print)
Date: / /�C Date: 5/27/2015
Customer address and contact information: Statement of Work Date:
Lenovo Address:
1009 Think Place, Morrisville, NC 27560
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Services Statement of Work
Exhibit A
Project Change Request (PCR) Form
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)
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:
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:
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sawsaw" Services Statement of Work
Asset Recovery and Disposal Services
Scope 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. In the event of conflict between
the terms of this SOW and the Service Agreement,the terms of the Service Agreement shall prevail.
1.0 Scope
This SOW describes recycling, refurbishment, data destruction and disposal service, or computer product
purchase to be provided by Lenovo for Customer's existing on site, surplus desktop computers, mobile
computers, servers, monitors, printers,and other computer equipment("Product").
2.0 Services
2.1 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 will also support the purchase of Product by third
parties.
2.2 Services shall include, as applicable:
1. Packaging Product and palletizing Product for shipment to Customer's location;
2. Shipping the Product from the agreed location(s), subject to the minimum quantity for each shipment location
in the Orange County/Wake County, NC area;
3. Removing Customer property and/or asset tags;
4. Performing Data Sanitization according to the National Institute of Standards&Technology(NIST) SP800-88
clearing standards or destroy storage device with tracking by the storage device's serial number and the
parent Product's serial number;
5. Collecting optical media and portable magnetic media(CD's, DVD's, etc.) in a locked confidential container
and destroying through a bonded process;
6. Providing certificate of data destruction by storage device serial number and the Product serial number;
7. Preparing the Product for purchase through a third party as set out in Section 8.0,Vendor Involvement;
8. Preparing assets for their redeployment, donation, lease return, or employee sale(does not include costs
associated with repair, repair parts, or for such tasks as removing passwords to make product accessible or
functional);
9. Recycling or disposing of Product in accordance with applicable regulatory requirements;
10. Providing a certificate of environmental disposition for recycled Product;
11. Providing a reconciliation report of Product received for each scheduled transaction by make, model, serial
number and Customer location; and
12. Performing Monday through Friday during local business hours unless otherwise agreed.
13. Estimate and ensure that the total value of the property is less than$30,000.
3.0 Customer Responsibilities
Customer shall:
1. Provide a record of assets to be serviced prior to start of engagement in the format specified by Lenovo,
including asset count, manufacturer, make, model, asset address/location, Product operating condition and, if
available, manufacturers'serial number;
2. Designate a project manager who will be the Point of Contact for all communications related to Services
under this Agreement with the authority to act on behalf of Customer in all matters regarding this Agreement;
3. Provide the full address for each location, on-site contact name, phone number, e-mail address and any
special access instructions for each location where the Services in this Agreement are to be performed;.
4. Provide a working environment at each location compliant with applicable health and safety regulations;
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5. Provide access to the building/room where asset collection and/or packaging for shipment Services are to be
performed;
6. Remove any passwords or tracking software (i.e. — Computrace) from Product that may limit access to
Product or provide passwords for the products;
7. Perform a backup of data on all Products prior to Service or shipment to the disposal location designated by
Lenovo;
8. Exclude any Product that is contaminated by any hazardous substances that were not part of the Product
when sold as new;
9. Obtain and provide to Lenovo any consents or approvals necessary for provision of the Services described in
this Agreement, including the right to use and/or modify any hardware, software, firmware without infringing
the rights of the providers or owners of such items;
10. Inform Lenovo of any changes to locations and/or asset counts at least 48 hours prior to scheduled pick up;
11. Ensure all Product scheduled for Service or shipment is available at the agreed location for shipping and
packaging upon Lenovo's arrival at location;
12. Provide Lenovo with Product locations for Onsite inventory and value assessment; and
13. Provide shipping instructions for refurbished Products.
4.0 Lenovo Responsibilities
Lenovo shall designate a project manager as the Point of Contact for all communications related to the Services
to be provided under this Agreement. The Point of Contact shall have the authority to act on behalf of Lenovo in
all matters regarding this Agreement and shall be responsible to:
1. establish and maintain communications regarding Services through Customer's Point of Contact;
2. provide the monthly reconciliation report and project status report to Customer's Point of Contact via email;
3. provide a clear escalation path along with a list of the key contacts, telephone and email contact information
prior to the start of Services; and
4. provide a monthly reconciliation report of Product received by make, model, serial number, Customer location
and Service charge with tracking by storage device's serial number and the parent Product's serial number
regarding the Service performed.
5.0 Beginning and Completion of Services
5.1 Lenovo shall begin performance of Services after receipt of this signed SOW and after receipt of: (a)the
Customer Authorization; (b)Customer point of contact information; and (c)applicable access to Customer
facilities, resources, personnel, and technology infrastructure.
5.2 Lenovo's responsibilities shall be complete when the items listed in Section 2.0 have been performed and
confirmed by a final report issued to the Customer's Point of Contact. Customer's Point of Contact may approve
the final report by a Lenovo created customer web portal or by email.
6.0 Price,Charges and Payment
6.1
Service Description Ordering Charge Quantity Per Unit
Part Number
Asset Recovery Service TBD $20.00 220 Per unit
The compensation shall be on a per unit basis with no minimum. Customer shall pay the price or charges for
Services as specified in this SOW or other document as agreed to by the parties. All amounts are due within
thirty(30)days of receipt of invoice. Customer shall pay a late payment fee of the lesser of one and one half
percent(1.5%)per month or the maximum rate permitted by law on the undisputed overdue balance of the
invoice amount. Customer shall pay any applicable sales, use or similar taxes,fees or duties unless Customer
provides exemption documentation to Lenovo. Customer is responsible for taxes, if any,from the date on which
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harmww4m Services Statement of Work
the Services are provided by Lenovo. No other discounts,quantity entitlements, or promotions apply unless
expressly agreed in writing by Lenovo.
6.2 If there is a minimum commitment, then prices are subject to this minimum commitment. At the end of each
six (6) month period beginning on the date that Lenovo begins performance, the Lenovo Project Manager will
review actual Product processed against the minimum commitment. If the actual number of Product processed in
the immediate past six (6) month period is seventy five percent (75%) or less than the minimum commitment,
Lenovo may cancel any order.
6.3 Lenovo will invoice the Customer at the end of each calendar month for Services performed during the month.
7.0 Project Change Control Procedure
In the event of such a change, prices and charges shall be adjusted accordingly. Lenovo shall confirm any
agreed changes to Customer via a Change Authorization or equivalent document. Nothing herein shall obligate
Lenovo to proceed with a change except as agreed by the parties.
8.0 Vendor Involvement
8.1 Lenovo may facilitate the purchase of Product by a third party for resale or scrap value. In addition, Product
may be recycled for which there will be no payment to Customer.
8.2 In support of Vendor involvement:
1. Lenovo will receive a schedule of prices from a vendor or vendors of such programs on a monthly basis.
Lenovo will share the applicable price schedules with Customer upon request.
2. Lenovo will provide Customer with 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 schedule, 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 about the Product as provide by Customer, but it shall not be 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
Product has been prepared and delivered by Customer to the vendor, the vendor will provide a final purchase
offer to Lenovo. Lenovo will communicate the offer to Customer. The final offer will be based on the then
current fair market value ("FMV") and the actual Product characteristics and Product condition. The final offer
may be greater or less than the initial estimate.
4. Customer may accept the vendor's offer according to the terms of the Surplus Equipment Purchase
Agreement, a copy of which is attached hereto, unless otherwise agreed. When Customer accepts the offer,
Customer will transfer title to the Product directly to the vendor according to the terms of the agreement.
5. Vendors selected by Lenovo for this Service will conduct the disposal or recycling of Product in accordance
with all applicable environmental laws.
9.0 Personnel
9.1 Each party is responsible for the supervision, direction, control, and compensation of its respective personnel.
9.2 Lenovo personnel used in the performance of Services shall be as determined by Lenovo in its sole
discretion.
9.3 Lenovo may subcontract a Service, or any part of it,to subcontractors selected by Lenovo.
10.0 Warranty
10.1 Lenovo warrants Services will be performed in a workmanlike manner consistent with standards in the
information technology industry.
10.2 In the event Lenovo fails to perform Services in accordance with Section 2, Customer shall provide written
notice of such failure to Lenovo within three (3) days after the completion of such Services. Lenovo will either
correct the failure or provide a credit of the charges paid to Lenovo for the defective portion of the Services. This
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section sets forth the extent of Lenovo's liability for Services and the sole remedy of Customer in the event that
the Services do not comply with Section 2.
10.4 Lenovo does not warrant uninterrupted or error-free operation of any deliverable or Service.
11.0 Term and Termination
11.1 This Agreement begins as described in Section 5.0 and ends at the completion of the Service or one year,
whichever comes first, unless otherwise agreed by the parties.
11.2 Either party may terminate this Agreement if the other party fails to comply with any material terms, provided
the party alleged not to be in compliance is provided with written notice and a reasonable time to comply.
12. General Terms
12.1 Customer Information. Lenovo and its affiliates may store, use and process contact information and other
information about Customer, including names, phone numbers, addresses, and e-mail addresses, necessary to
perform under this Agreement. Such information will be processed and used in connection with this Agreement
and Services. It may be transferred by Lenovo to any country where Lenovo does business and may be provided
to entities acting on Lenovo's behalf in to perform obligations under this Agreement. Lenovo may also disclose
such information where required by law.
12.2 Compliance with Laws. Each party shall comply with all federal, state, and local laws, regulations, and
ordinances, including all applicable export and import regulations, orders and policies of the United States.
12.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent
of the other party. Neither party shall unreasonably withhold such consent. The assignment of this Agreement, in
whole or in part, within the enterprise of which either party is a part; or to a successor organization by merger or
acquisition, shall not require the consent of the other party. Lenovo may assign its rights to payments under this
Agreement without Customer's consent.
12.4 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and interpreted in
accordance with the laws of North Carolina, without regard to its or any other jurisdiction's conflict of laws
principles. All claims or disputes arising out of or in connection with this Agreement shall be brought exclusively
in a court located in Orange County, North Carolina. To that end, each party irrevocably consents to the
exclusive jurisdiction of, and venue in, any such court, and waives any: (i) objection it may have to any
proceedings brought in any such court; (ii) claim that the proceedings have been brought in an inconvenient
forum; and (iii) right to object (with respect to such proceedings) that such court does not have jurisdiction over
such party. Without limiting the generality of the forgoing, each party specifically and irrevocably consents to
personal and subject matter jurisdiction for such claims or disputes in a court sitting in Orange County, North
Carolina, and to the service of process in connection with any such claim or dispute by the mailing thereof by
registered or certified mail, postage prepaid to such party, at the address set forth in, or designated pursuant to,
this Agreement. To the fullest extent permitted by law, each party hereby expressly waives(on behalf of itself and
on behalf of any person or entity claiming through such party) any right to a trial by jury in any action, suit,
proceeding, or counterclaim of any kind arising out of or in any manner connected with this Agreement or the
subject matter hereof.
12.5 Force Majeure. Except for payment obligations, neither party shall be liable to the other for any failure or
delay in the performance of its obligations,to the extent such failure or delay is caused by fire,flood, earthquakes,
other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics,
communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond
its reasonable control.
12.6 Survival. Any terms of this Agreement, which by their nature survive the expiration, termination or
cancellation of this Agreement, shall survive the expiration or termination of this Agreement.
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12.8 Severability. If the whole or any part of a provision of this Agreement is found to be invalid, unenforceable or
illegal by a court of competent jurisdiction, it shall be deleted and the remainder of this Agreement shall remain full
force and effect.
12.9 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one
and the same instrument.
13. Value Recovery and Fee Assumptions
Asset Recovery Services Fee: shown in the Service Fees section 6.0
• asset registration, audit, test, data erase, serial number recording, and reporting
• remarketing of asset or disposal
Estimated Shipping expenses for pickup: is included for a one-time pickup of equipment in the
Orange County/Wake County, NC area.Any changes from expected number of pickups, quantities, type
of equipment, or logistics(packing)requirements will cause Customer to incur charges at actual cost.
Asset Recovery Fair Market Value: will be sent after receipt, processing and reconciliation of the
assets
• Any 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.
• 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.
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Aeff aw" Services Statement of Work
14. Asset Recovery-Title Transfer Agreement
14.1 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.
14.2 Template Surplus Equipment Purchase Agreement
Transfers of title shall be accomplished pursuant a Surplus Equipment Purchase Agreement in substantial form
similar to as follows:
SURPLUS EQ UIPMENT P URCHASE 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.
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A'�m Services Statement of Work
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.
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