2012-430 IT - Lenovo for Computer Replacement 1009 Think Place Bldg #1 $39,909

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process not require issuing a formal Purchase Order to encumber funds for the services to be rendered under this SOW. The charge for the Service described in this SOW,exclusive of applicable taxes and shipping charges,is set forth on the Exhibit A.Services will be invoiced upon completion. The Service will be performed consistent with the estimated schedule mutually agreed upon by both of us and identified in Exhibit A. We both agree to make reasonable efforts to carry out our respective responsibilities according to such schedule. It is the intent of Lenovo to be ready to perform Services within thirty(30)days from contract signature. Normally, Lenovo will begin to plan and schedule services within 5 days of receiving the Customer Authorization,customer point of contact information, and applicable access to customer facilities, resources, personnel, and technology infrastructure. Lenovo's responsibilities are complete when the items listed in Section 1.0 have been performed and confirmed via final report issued to the Customer's Point of Contact, Customer's Point of Contact will provide sign-off to the final report via Lenovo created customer web portal or email. 6.0 Completion criteria Unless you notify us otherwise,the Service will be considered complete and satisfactorily performed 30 days after Lenovo hardware product shipment. If requested,a signed copy of a Service Completion Record will be delivered to your on-site contact which specifies the activities performed by our Service Provider. If you choose to schedule the Service which will result in a completion more than 30 days after Lenovo hardware product shipment,the terms of the Agreement in effect between us apply to the Lenovo hardware product purchase. 7.0 Project Change Control Procedure If a change to this SOW is required,both of us agree to use a Project Change Request CPCR')as the vehicle for communicating change. Any written request that is dated,signed,acknowledged by the other party and describes the change,the rationale for the change and the effect the change will have on the project will be considered a Project Change Request Depending upon the extent and complexity of the requested change,the agreed to pricing and charges may need to be adjusted. We will mutually agree to any changes and Lenovo will confirm the changes in writing('Change Authorization"). 8.0 Required Consents You are responsible for promptly obtaining and providing to Lenovo all Required Consents necessary for Lenovo to provide the Services described in this SOW. A Required Consent means any consents or approvals required to give Lenovo and its subcontractors the right or license to access the locations where the Services are to be performed and to access, use andfor modify (including creating derivative works) the hardware, software, firmware and other products you use, without infringing the ownership or license rights (including patent and copyright)of the providers or owners of such products. To the extent permitted by applicable law you will indemnify, defend and hold Lenovo, its affiliates and subcontractors, harmless from and against any and all claims, losses, liabilities and damages (including reasonable attorneys' fees and costs) arising from or in connection with any claims (including patent and copyright infringement)made against Lenovo, alleged to have occurred as a result of your failure to provide any Required Consents. Lenovo will be relieved of the performance of any obligations that may be affected by your failure to promptly provide any Required Consents to Lenovo. No section of this agreement is intended to create a waiver of the Customer's rights and privileges as asovereign entity, Orange County NC Government—Services SOW—01114/2013 4 of 13