2009-027 Purchasing - Relational Technology Solutions Proposal and SOW for Orange Co-

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9.3 Non- conformance. If the Services do not substantially conform to the specifications contained in this Statement of Work, Client will indicate non - acceptance of the Services by providing written notice to RTS on or before the end of the Review Period describing in detail the Client's reason for non - acceptance. RTS will have ten (10) business days from receipt of such notice ( "Cure Period ") to correct any non- conformance of the Services provided that it is within RTS' scope to do so. At the end of the Cure Period, Client will given an additional Review Period to ensure that the Services re- performed by RTS substantially conform to the specifications expressly set forth herein. The Cure Period may be extended by mutual written consent. F It may become necessary to amend this Statement of Work for various reasons. If either party desires to change the scope of Services, the following procedures will apply: 10.1 The party requesting the change will deliver a change request form attached hereto as Attachment A ( "Change Request") to the other party. The Change Request will describe the nature of the change, the reason for the change, and the effect the change will have on the scope of Services, which may include changes to the Deliverables and the delivery schedule. 10.2 A Change Request may be initiated by either party for any material change to the Statement of Work, including any engineering changes made by Client after initial contract execution. The designated SPOC of the requesting party will review the proposed change with his/her counterpart. The parties will evaluate the Change Request and negotiate in good faith the changes to the Services and the additional charges, If any, required to implement the Change Request. If both parties agree to implement the Change Request, the appropriate, authorized representatives of the parties will sign the Change Request indicating their acceptance of the changes. 10.3 Upon execution by the parties, the Change Request will be Incorporated into, and made a part of, this Statement of Work. 10.4 Whenever there is a conflict between the terms set forth in the Change Request and the terms set forth In this Statement of Work, or a previously executed Change Request, the terms of the most recent executed Change Request will prevail. Either party may cancel this Statement of Work by giving ten (10) business days advance written notice prior to the scheduled start date of Services. In the event of cancellation, Client will be responsible to pay RTS for Services performed, deliverables provided, and expenses Incurred by RTS through the date of cancellation. Client will also be responsible for paying all travel and related expenses, If any, incurred by RTS for RTS resources, and any third - party vendors and subcontractors who have provided Services under this Statement of Work. If prior written notice of cancellation is not provided to RTS as specified above, Client will be invoiced for each canceled resource at RTS' hourly billing rate of $225 for the number of business days that are missing as of the date of notice of cancellation to grant a full ten (10) business day notice to RTS. t �... M . This Statement of Work is an unconditional offer by RTS to provide Client the Services listed herein on the following terms and conditions. (a) Client will pay the fees for the Services within thirty (30) days from the invoice date. Client will reimburse RTS for all reasonable business expenses, including, without limitation, travel and out -of- pocket, expenses, incurred by RTS In connection with the Services, which amount will be due and payable thirty (30) days from the invoice date. All extraordinary out -of- pocket expenses incurred by RTS will require prior approval by Client before reimbursement. RTS reserves the right to charge Client interest on all past due Invoices at the lesser of 1.5% per month or the highest rate allowed by law. In the event of a payment default, Client will be responsible for all costs of collection, Including court costs, filing fees, and reasonable attorneys' fees. (b) Client agrees to reimburse and indemnify RTS for any applicable sales, use, transaction, excise, levies, fees, duties, Imposts or other similar taxes or charges (but not taxes imposed on or measured by RTS' net income) and from any federal, state or local fees or charges (including, without limitation, environmental or similar fees) Imposed on, In respect Statement of Work No. ORD- 23171- EA2E50 6/23/09- /v -1.0 Relational Technology Solutions "RTS" — Proprietary 7