Lenovo's Response to RFP

Lenovo (United States) Inc. 1009 Think Place Morrisville, NC 27560

September 10, 2015

Region 14 Education Service Center 1850 Highway 351 Abilene, Texas 79601

Dear Sir or Madam:

Thank you for the opportunity to respond to your RFP for Technology Solutions, 11-15. We are dedicated to ensuring the continued success of our partnership with NCPA and we believe that our response demonstrates our commitment to this relationship. Highlights of our proposal include:

1. Technical leadership – In Gartner’s most recent Magic Quadrant report, Lenovo was rated #1 in Ability to Execute and Completeness of Vision for Desktops and Notebooks resulting from our strong product design and continued investment in development capabilities coupled with our continuous improvements in our sales strategy and supply chain.

2. Commitment to the PC industry – According to TBR: “Lenovo has shown it will continue its work in the PC space as others rethink their commitments. Many IT vendors seek to broaden their focus beyond the PC/Mobile device hardware space while maintaining their status as a trusted advisor to customers. For Lenovo, PCs and mobile devices are not adjunct businesses;; they are the core focus. Therefore, while budgetary pressures have PC refresh cycles extending beyond three years, buyers can derive confidence from the knowledge that Lenovo has committed to be in the business for the long term. Businesses can trust that Lenovo will provide the service support that facilitates the positive end-user experiences and decreases the IT administrative burden”.

3. Innovation, Quality and Reliability – For over 30 years, Lenovo’s Think Brand has been known for unparalleled quality. According to the latest survey data, the average industry PC will experience 5.4 more hardware failures per 100 notebooks compared to ThinkPad laptops and 7.7 more per 100 desktops compared to ThinkCentre desktops. In a very conservative estimate using end-user hourly cost of $50/hour, Think quality would represent a savings approaching $100,000 in avoidance of repairs and downtime over two years.

4. World Class Services – Lenovo is an award winning services provider trusted by thousands of customers worldwide to support the full lifecycle of Lenovo PCs. Lenovo Services has a two phased approach to PC deployment, centered on integrating customer deployment activities into our device manufacturing process and automating as many of the image customization tasks as possible. Through integration and automation, Lenovo is able to assist our customers in affecting four of the key areas that drive up costs within deployments: technician touch time, solution complexity, IT standardization and deployment time. Lenovo Services can provide a significant reduction in both the cost and time associated with a traditional PC deployment.

When coupling the points above with a proposal containing a strong value proposition, competitively discounted catalog of products and services, and personal executive commitment, Lenovo believes that NCPA will find convincing justification to continue to partner with Lenovo. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed. In order to fully articulate the value of our compelling financial and technical solution, we would like the opportunity to meet with NCPA to present our proposal and discuss the Lenovo value proposition.

Sincerely,

Ricardo Santos, Public Sector Sales Director [email protected] (805) 798-3461

Ricardo Santos Public Sector Sales Director [email protected] (805) 798-3461 Lenovo (United States) Inc. 1009 Think Place Morrisville, NC 27560

Lenovo’s Response to National Cooperative Purchasing Alliance

Request for Proposal – September 10, 2015

Table of Contents

Executive Summary ............................................................................................................ 4 Tab 1 – Master Agreement General Terms and Conditions .................................................. 10

Process .................................................................................................................................................. 18 Evaluation Criteria .................................................................................................................................. 21 Signature Form ....................................................................................................................................... 22

Tab 2 – NCPA Administration Agreement ........................................................................... 23 Tab 3 – Vendor Questionnaire ......................................................................................... 26 Tab 4 – Vendor Profile ..................................................................................................... 30 Tab 5 – Products and Services ........................................................................................... 37 Tab 6 – References ........................................................................................................... 41 Tab 7 – Pricing .................................................................................................................. 44 Tab 8 – Value Added Products and Services ....................................................................... 45 Tab 9 – Required Documents ............................................................................................. 50

Clean Air and Water Act & Debarment Notice ......................................................................................... 51 Contractor Requirements ....................................................................................................................... 52 Antitrust Certification Statements (Tex. Government Code § 2155.005) ................................................... 53 FEMA Standard Terms and Conditions Addendum for Contracts and Grants ............................................. 54 Required Clauses for Federal Assistance provided by FTA ........................................................................ 56

Appendix A – Lenovo Customer Agreement ....................................................................... 60

RFP for Technology Solutions, Solicitation Number: 11-15

Lenovo (United States) Inc. Use or disclosure of data contained on this page is subject to the restriction on the last page of this document.

Page 4

Executive SummaryExecutive Summary

• Lenovo is the #1 PC Company in the world! (IDC & Gartner, July 2015)

• Lenovo achieved the number 3 position in smartphones, while we became the worldwide number 1 PC+.

• Lenovo total worldwide PC share at 20.3% (Source: IDC, July 2015)

• Out-growing the worldwide market 23 quarters

• Over 1,700 designers, scientists and engineers

• 7 research and development center, 31 manufacturing sites

• Largest R&D to Revenue ratio in the industry

• $46 billion in revenue for 2014/2015 (fiscal year-end March 31st)

• #231 in Fortune’s 2015 Global 500 list of top-ranked companies, a 55 place jump since 2014. • 77 awards across many different categories at the Consumer Electronics Show (CES) in 2015

Our Mission Our mission is to become one of the world’s great personal technology companies. We aspire to achieve this objective by leading in three key areas:

Personal Computers: Lead in PCs and be respected for our product innovation and quality. Convergence: Lead the industry with an ecosystem of devices, services, applications and content for people to seamlessly connect to people and web content. Culture: Become recognized as one of the best, most trusted and most well-respected companies for which to work and with which to do business.



Page 5

Lenovo, the Most Complete Vision for IT (Gartner, November 2014) “Lenovo's focus is on continuing improvement of its global capabilities and market understanding. This has produced market share gains in the enterprise and consumer markets. Lenovo still invests heavily in product innovation, while keeping prices highly competitive—both of which contributed to its growth ... Lenovo is a leading option for organizations requiring global PC deployments, and a strong, viable supplier for all business notebook and desktop requirements.”

Lenovo’s Strengths: • Strong product design, and

continued investment in development capabilities

• Well-established ThinkPad brand

• Continuous improvements in its sales strategy, channel and supply chain, combined with an aggressive competitive approach to the corporate market

• Continuing geographic expansion in emerging markets

• Improved service offerings as a result of bringing coordination and control in-house

• Expansion into adjacent markets with strong tablet offerings

We Are Winning Around the World (SOURCE: IDC, 2015)

Revenue** Market share* $ 46.3 B 20.3%

60M #3 #3 #3

Smartphones & Tablets WW** WW Smartphone share (8.7%) Tablet share WW server share WW (14%)

$14.9B 8.1% 55M PCs Sold Worldwide** *Source: IDC Worldwide Quarterly PC Tracker, July 2015 (Preliminary)

**Annual results for 2015 calendar year

1Q 2015

1Q 2009

2Q 2015 1Q 2009



Page 6

19.6 18.614.8

10.2 9.45.4 4.9 3.7 2 1.70

5

10

15

20

25

Lenovo HP Dell Acer Apple Samsung Toshiba Canaima Positivo ASUS

Large Business, Education and Government Market Share

Lenovo #1 in Global Large Business, Education and Government Notebooks Leading Global LBEG notebook market with 19.6% share

Passing 10 Mil Specs Means ThinkPads are Tough



Page 7

Customers Demand and We Deliver Lower Failure Rates Think brands’ repair rates, as published by Industry analysts, are lower than the industry average. Lenovo has improved Think brand quality, as evidenced by warranty repair rates, every year since transitioning from IBM in early 2005.

Customers Demand and We Deliver Lower Failure Rates

A Decade of Continuous Improvement and Industry Leadership

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Monthly Repair Rate

Relative Scale

2013 “Industry Average”

Warranty Claim Rate

67% Reduction thru 2014 and 37% better than industry average

2014


Monthly Repair Rate

Relative Scale


Warranty Claim Rate


2004

2014


Monthly Repair Rate

Relative Scale


Warranty Claim Rate


2009

2014



Page 8

This image cannot currently be displayed.

ThinkPadsThinkPads:: Designed to PerformDesigned to Perform,, Engineered to LastEngineered to Last

The ThinkGreen Approach Lenovo engages in responsible environmental practices, making it a champion in the industry across communities in which it does business. Lenovo has a comprehensive environmental approach focused on product design, management and supply-chain operations, product end-of-life management and the health and wellness of employees. Lenovo’s corporate environmental policy applies to all Lenovo operations and forms the foundation of Lenovo’s Environmental Management System (EMS).

• Lenovo has implemented recycling programs in every country in which we do business, with many of those offering free recycling.

• Lenovo supports a recovery and recycling system in which the major stakeholders (including manufacturers) play a part.

• Lenovo achieved its global compliance of RoHS requirements in 2007 for newly launched Lenovo products.

• Lenovo offers numerous EPEAT Gold rated products in many countries around the world. To get a complete list of Lenovo’s EPEAT certified products visit EPEAT’s registry search tool (www.epeat.net).

• Lenovo offers a full complement of ENERGY STAR® qualified notebooks, desktops, workstations, monitors, and servers. See http://www.lenovo.com/social_responsibility/us/en/ES_Products.pdf for a complete list of Lenovo’s ENERGY STAR qualified products.

• Lenovo is ISO 9001, 14001, and 18001 certified.

• Lenovo has GreenGuard certified systems



Page 9

Designed To Reduce Waste, Save Energy and Be Recycled

Flexible Fulfillment Lenovo offers all of our customers aggressively priced and best-of-breed products with a fulfillment model tailored to meet your requirements. With a robust direct offering and a strong reseller channel, Lenovo gives customers more innovative choices to meet their needs. Lenovo recognizes no two customers are alike, that’s why Lenovo offers a highly customizable fulfillment experience enhanced by our network of premier business partners.

Lenovo Product Discounts for Employees, Students & Staff Lenovo's Affinity program offers organizations a solution for Employees, Students, and Members to purchase Lenovo PC products, accessories and options directly from Lenovo at discounted prices. These discounts cover Lenovo's entire product line including the best engineered award-winning ThinkPad notebooks. As a valued Affinity participant you are entitled to receive discounts above and beyond the lenovo.com price. Moreover, Affinity customers will frequently receive special eCoupon offers providing a greater discount. The Affinity Program is a separate offering from this proposal. Please visit our website to learn more http://www.lenovo.com/affinity.

Lenovo’s Commitment to NCPA • Biggest and most committed PC vendor in the world

• Heavy investments in reliability, engineering, and innovation

• Rich portfolio extends from data center to pants pocket

• Powerful, scalable, workload optimized enterprise servers

• Extensive datacenter skills and expertise

• Request a Lenovo Services whiteboard session

Conclusion Lenovo is focused on our commitment to provide NCPA with a quality solution. The proposed solution provides a number of significant benefits to NCPA centered on our award winning ThinkCentre and ThinkPad technology, ease of deployment with Lenovo factory imaging and asset tag services and providing superior customer service throughout the life of the PCs. Our solution includes technologies with demonstrated value and real savings in both hard and soft dollar costs. We look forward to the chance to speak to NCPA in more detail about our solutions.



Page 10

Tab 1 Tab 1 –– Master AgreementMaster Agreement General Terms and General Terms and ConditionsConditions Lenovo believes that success in this endeavor can best be achieved through a professional business relationship predicated on mutually agreed responsibilities, costs and risk allocation as documented in a clear contractual agreement. Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed.

Lenovo’s response and all Products and Services are offered solely under the terms and conditions of the Lenovo Customer Agreement ("LCA"), including any applicable Attachments and Transaction Documents. Lenovo considers this Agreement to represent a specific exception to the relevant portions of the terms and conditions contained in your Solicitation. Lenovo would be pleased to review in detail with Region 14 why Lenovo believes that it is in the best interests of the parties to utilize the LCA for this solicitation. As part of this review we would demonstrate to Region 14 how the LCA addresses many of the provisions contained in Region 14’s standard terms. This would include identifying those additional terms contained in the LCA but not in Region 14’s agreement, which are nevertheless necessary based upon the products and services to be provided by Lenovo.

Lenovo remains willing to negotiate additional or different terms and conditions if it is one of the selected vendors, but such additional or different terms may affect other terms of this Proposal, including schedule and price. Lenovo has included comments to selected items and requirements of the RFP for informational purposes, and not in all cases intending such responses to be in the resulting contract between the parties. Lenovo's failure to respond to any term, condition, or requirement should not be deemed acceptance, except as specifically provided for in this response.

The Lenovo Customer Agreement can be found in Appendix A.

♦ Customer Support

• The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.

Lenovo Response: Lenovo concurs

♦ Assignment of Contract

• No assignment of contract may be made without the prior written approval of Region 14 ESC. Purchase orders and payment can only be made to awarded vendor. Awarded vendor is required to notify Region 14 ESC when any material change in operation is made.

Lenovo Response: Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of assignment is fully addressed within that Agreement.

♦ Disclosures

• Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.



Page 11

• The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.


♦ Funding Out Clause

• Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

• Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract.


♦ Shipments (if applicable)

• The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

Lenovo Response: Lenovo understands and will comply.

Lenovo takes our commitments to our customers very seriously and will establish and implement processes for NCPA to ensure that product delivery and installation time frames are met.

Our Lenovo Direct Fulfillment goal is to offer NCPA our best of breed products, aggressively priced, with a fulfillment model customized to your unique requirements. In the US, Lenovo will ship standard Topseller products within 7 business days. Lenovo will ship standard and forecasted custom products, within 10 business days from receipt by Lenovo of a valid purchase order. This order fulfillment objective does not apply to initial orders for custom models. When Lenovo creates a custom model based on unique requirements, these models are subject to a “First Off Test” (FOT) which is a process to ensure that the newly created custom model is technically valid, manufactured properly and is a functional configuration. Standard shipping is assumed and premium shipping is available upon request for an additional fee. We are consistently averaging less than 10 days from order receipt to shipment across all customers in the United States. If these standard service level terms are not acceptable, more aggressive service levels are available. Additional fees may apply. Lenovo will be pleased to meet with NCPA and discuss solutions to meet your specific delivery requirements.

♦ Tax Exempt Status

• Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.



Page 12


♦ Payments

• The entity using the contract will make payments directly to the awarded vendor. Lenovo Response: Lenovo concurs

♦ Pricing

• All pricing submitted to shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.


• All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing

Lenovo Response: Lenovo concurs for hardware and software products.

For Lenovo services, the pricing contained herein is exclusive of any travel and living expenses, other reasonable expenses incurred in connection with the Services, and any applicable taxes.

♦ Warranty

• Proposals should address each of the following: o Applicable warranty and/or guarantees of equipment and installations including any

conditions and response time for repair and/or replacement of any components during the warranty period.

o Availability of replacement parts o Life expectancy of equipment under normal use o Detailed information as to proposed return policy on all equipment

Lenovo Response:

Lenovo’s Limited Warranty Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, the issue of warranty is fully addressed within that Agreement. Installation services are not considered part of warranty service but may be obtained through a Value Added service.

Please see Attachment A, D and E inside Lenovo’s Customer Agreement for applicable Warranty Service Terms.



Page 13

Warranty Parts Process for Lenovo A key fundamental component of product warranty is Parts Depots - Support for Lenovo Think and System x products is made available through our industry leading Parts Inventory Management System.

This service support system includes: automated dispatch, updated service technologies, preventive maintenance activities, and a parts distribution system.

Efforts are made to support these geographic areas at an availability level in excess of 80-85 percent of total requirements.

Lenovo’s parts stocking and distribution strategy is for parts to be readily available for delivery to a customer’s location to meet the required levels of service for each machine type. Parts are stocked in Mechanicsburg, PA for Think and System x products and in Grapevine, TX for Idea.

Regardless of warranty status, Lenovo will cross ship new or equivalent to new parts the same day they are ordered, provided order is placed before 3 p.m. Eastern Standard time. For orders received after that time, Lenovo will ship the part out to meet the service response objectives. In many cases, Lenovo does not require receipt of the failed part before sending out a new part.

Support for Third Party Products and Software is provided directly by the Vendor of the product. The combination of an excellent parts inventory, service representative, and additional support structure for Lenovo branded products will ensure that NCPA receives world class service coverage.

Life Expectancy Lenovo Think, Notebook, Desktop, Servers and Workstation products as well System x server and storage products are highly durable and engineered for a 4-5 year lifecycle.

Think and System x Global Service Parts • 100,000 parts in 475 main stocking locations worldwide • 3 central distribution centers in US, 144 parts locations • Central distribution centers in most geographies • Most countries have one or more country stock locations

With most parts shipping within 24 hours, downtime is minimal.

Multiple parts locations mean less wait time on replacement parts.



Page 14

Lenovo Returns Policy Lenovo’s LCA states the following return policy:

Customer may return a new, standard Product that is still in its sealed, unopened package, to Lenovo for any reason within twenty-one (21) days of the date of invoice for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Partial refunds or credits for Products that are not standard;; or Products configured to Customer’s requirements, including installation of software Product options;; or quantities of Products that are not separately priced, are not available to Customers. In order to receive a credit or refund, Customer must contact its Lenovo Customer Support Representative to obtain a return-authorization form. Customer must return the new Product, including all documentation and accessories, intact and in its unopened original packaging to the location and by the date specified by Lenovo. A copy of the invoice, the return-authorization form, and the shipping label must accompany the returned Product. Shipping and handling charges will not be refunded or credited to Customer. Products returned without a Lenovo return-authorization form, or returned after the date specified by Lenovo, may be subject to a restocking fee in the amount of fifteen percent (15%) of the price paid.

Customer agrees to pay the restocking fee if charged by Lenovo. A refund or credit is not available for the return of Products which are not generally available to customers and for which Lenovo created a unique machine type model (MTM) or a part number. Returns of Products shipped as a result of a Lenovo error will be accepted by Lenovo. Lenovo will initiate a return of such Products with appropriate documentation at no charge to Customer if Lenovo is notified of the error within twenty one (21) days of the date of the invoice. If Customer acquired a software Product separate from a hardware Product, and paid a software license fee, but does not agree to the terms of the license, Customer may return the software Product within twenty one (21) days of the date of invoice and receive a refund or credit in the amount of the fee.

♦ Indemnity

• The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.

Lenovo Response: Please note, Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing the purchase of Lenovo’s products and services by the Consortium. Lenovo's proposed patent and copyright protection and IP infringement protection is located in Section 7.6a & 7.6b of the LCA.

♦ Franchise Tax

• The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

Lenovo Response: To the best of our knowledge and belief, Lenovo is not currently delinquent in the payment of any Texas Franchise Taxes.



Page 15

♦ Supplemental Agreements

• The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor.


♦ Certificates of Insurance

• Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

Lenovo Response: Lenovo concurs with the clarification that notification shall be in accordance with the terms and conditions of the applicable policy provisions.

♦ Legal Obligations

• It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Lenovo Response: Lenovo concurs that it will comply with all local, state and federal laws applicable to Lenovo as a provider of information technology products and services.

♦ Protest

• A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. No protest shall lie for a claim that the selected Vendor is not a responsible Bidder. Protests shall be filed with Region 14 ESC and shall include the following: o Name, address and telephone number of protester o Original signature of protester or its representative o Identification of the solicitation by RFP number o Detailed statement of legal and factual grounds including copies of relevant documents and

the form of relief requested

• Any protest review and action shall be considered final with no further formalities being considered.

Lenovo Response: Lenovo understands



Page 16

♦ Force Majeure

• If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

• The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or any civil or military authority;; insurrections;; riots;; epidemics;; landslides;; lighting;; earthquake;; fires;; hurricanes;; storms;; floods;; washouts;; droughts;; arrests;; restraint of government and people;; civil disturbances;; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty


♦ Prevailing Wage

• It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

Lenovo Response: Lenovo does not believe that any prevailing wage laws would be applicable to Lenovo’s provision of products and services under any contract resulting from this solicitation.

♦ Miscellaneous

• Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

Lenovo Response: Lenovo is in general agreement with the termination rights provided for above, with the understanding that Lenovo would be reimbursed for any products and services Lenovo delivers through the date of termination, as well as any reimbursable expenses Lenovo incurs. Lenovo would also seek reimbursement of any applicable adjustment or termination charges and for expenses Lenovo incurs as a result of such termination (which Lenovo will take reasonable steps to mitigate), all in accordance with the provisions of the Lenovo Customer Agreement which can be found in Appendix A.



Page 17

♦ Open Records Policy

• Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-- -‐‑by-- -‐‑ page and line-- -‐‑by-- -‐‑line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

• The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.




Page 18

Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document.


♦ Contract Administration

• The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.


♦ Contract Term

• The contract term will be for three (3) years starting from the date of the award. The contract may be renewed for up to five (5) additional one-- -‐‑year terms.

Lenovo Response: Lenovo understands with the understanding that such renewals will be based upon the mutual agreement of the parties.

♦ Contract Waiver

• Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.


♦ Products and Services additions

• Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP.




Page 19

♦ Competitive Range

• It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration.


♦ Deviations and Exceptions

• Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible.


♦ Estimated Quantities

• The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $75-$100 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation


♦ Evaluation

• Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.


♦ Formation of Contract

• A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.

Lenovo Response: Lenovo understands, however Lenovo’s offer to contract with Region 14 ESC is based upon Lenovo’s response to the solicitation and Lenovo’s modifications, exceptions and clarifications thereto.



Page 20

♦ NCPA Administrative Agreement

• The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.

Lenovo Response: Please note, as Lenovo proposes to utilize the Lenovo Customer Agreement as the basis for the terms and conditions governing Lenovo’s products and services, some of the items within the NCPA Administration Agreement are fully addressed within that Agreement.

Lenovo proposes that Region 14 ESC, NCPA, nor Lenovo shall be obligated in any manner with respect to the products and services proposed under this Solicitation until such time as a written contract reflecting mutually agreed upon terms and conditions is executed.

♦ Clarifications / Discussions

• Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.


♦ Multiple Awards

• Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies.


♦ Past Performance

• Past performance is relevant information regarding a vendor’s actions under previously awarded contracts;; including the administrative aspects of performance;; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction;; and generally, the vendor’s businesslike concern for the interests of the customer.




Page 21

Evaluation Criteria ♦ Pricing (40 points)

• Electronic Price Lists o Products, Services, Warranties, etc. price list o Prices listed will be used to establish both the extent of a vendor’s product lines, services,

warranties, etc. available from a particular bidder and the pricing per item. ♦ Ability to Provide and Perform the Required Services for the Contract (25 points)

• Product Delivery within participating entities specified parameters

• Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.

• Vendor’s ability to perform towards above requirements and desired specifications.

• Quantity of line items available that are commonly purchased by the entity.

• Quality of line items available compared to normal participating entity standards. ♦ References (15 points)

• A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years

♦ Technology for Supporting the Program (10 points)

• Electronic on-‐‑line catalog, order entry use by and suitability for the entity’s needs

• Quality of vendor’s on-‐‑line resources for NCPA members.

• Specifications and features offered by respondent’s products and/or services ♦ Value Added Services Description, Products and/or Services (10 points)

• Marketing and Training

• Customer Service Lenovo Response: Lenovo understands NCPA’s evaluation criteria.



Page 22

Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted as clarified in writing in Lenovo’s response. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal.

Prices are guaranteed: 120 days

Company name Lenovo (United States) Inc. Address 1009 Think Place City/State/Zip Morrisville, NC 27560 Telephone No. (805) 798-3461 Fax No. (855) 515-1780 Email address [email protected] Printed name Ricardo Santos Position with company Public Sector Sales Director

Authorized signature



Page 23

Tab 2 Tab 2 –– NCPA Administration NCPA Administration AgreementAgreement This Administration Agreement is made as of _____________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and Lenovo (United States) Inc. (“Vendor”).

Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _____________,

referenced as Contract Number_________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Technology Solutions;;

WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-‐‑12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement;;

WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;;

WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA

WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement;; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis;;

NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:

♦ General Terms and Conditions The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-- -‐‑marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement.

October 1, 2015

October 1, 201501-46



Page 24

The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ♦ Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. ♦ Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed monthly or quarterly report showing the dollar volume of all sales under the contract for the previous month or quarter. Reports shall be sent via e-- -‐‑mail to NCPA offices at [email protected]. Reports are due on the fifteenth (15th) day after the close of the previous month or quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount

Total ___________ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee

0 - $30,000,000 2%

$30,000,001 - $50,000,000 1.5%

$50,000,001+ 1%

Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit. ♦ General Provisions This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.

Matthew Mackel

Director, Business Development

PO Box 701273

Houston, TX 77270

October 1, 2015

Ricardo Santos

Public Sector Sales Director

1009 Think Place

Morrisville, NC 27560

10/20/2015



Page 26

TTaabb 33 –– VVendorendor QuQuestiestionnaonnaireire Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services.

♦ States Covered

• Bidder must indicate any and all states where products and services can be offered.

• Please indicate the price co-- -‐‑efficient for each state if it varies. 50 States & District of Columbia (Selecting this box is equal to checking all boxes below)

All US Territories and Outlaying Areas (Selecting this box is equal to checking all boxes below)

American Somoa (via Reseller only) Northern Marina Islands (via Reseller only)

Federated States of Micronesia (via Reseller only)

Puerto Rico Guam

U.S. Virgin Islands Midway Islands (via Reseller only)



Page 27

♦ Minority and Women Business Enterprise (MWBE) and (HUB) Participation

• It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. o Minority / Women Business Enterprise

§ Respondent Certifies that this firm is a M/WBE o Historically Underutilized Business

§ Respondent Certifies that this firm is a HUB ♦ Residency

• Responding Company’s principal place of business is in the city of Morrisville, State of North Carolina

♦ Felony Conviction Notice

• Please Check Applicable Box;; A publically held corporation;; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony

• If the 3rd box is checked, a detailed explanation of the names and convictions must be attached. ♦ Distribution Channel

• Which best describes your company’s position in the distribution channel: Manufacturer Direct Certified education/government reseller

Authorized Distributor Manufacturer marketing through reseller

Value-- -‐‑added reseller Other: __________________

♦ Processing Information

• Provide company contact information for the following: o Sales Reports / Accounts Payable

Contact Person: John Smith Title: Public Sector Inside Sales Manager Company: Lenovo (United States) Inc. Address: 1009 Think Place City: Morrisville State: NC Zip: 27560 Phone: (919) 294-0761 Email: [email protected]

o Purchase Orders Contact Person: John Smith Title: Public Sector Inside Sales Manager Company: Lenovo (United States) Inc. Address: 1009 Think Place City: Morrisville State: NC Zip: 27560 Phone: (919) 294-0761 Email: [email protected]



Page 28

o Sales and Marketing Contact Person: Rebecca Holloman Title: Segment Marketing Manager Company: Lenovo (United States) Inc. Address: 1009 Think Place City: Morrisville State: NC Zip: 27560 Phone: (919) 294-0325 Email: [email protected]

♦ Pricing Information

• In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. o If answer is no, attach a statement detailing how pricing for NCPA participants would be

calculated for future product introductions. Yes No

o Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No

o Vendor will provide additional discounts for purchase of a guaranteed quantity. Yes No



Page 30

TTaabb 44 –– VVendorendor PPrroofilfilee Please provide the following information about your company:

♦ Company’s official registered name. Lenovo Response: Lenovo (United States) Inc.

♦ Brief history of your company, including the year it was established. Lenovo Response: Lenovo (HKSE: 992) (ADR: LNVGY) is a $46 billion global Fortune 500 company and a leader in providing innovative consumer, commercial, and enterprise technology. Our portfolio of high-quality, secure products and services covers PCs (including the legendary Think and multimode YOGA brands), workstations, servers, storage, smart TVs and a family of mobile products like smartphones (including the Motorola brand), tablets and apps.

Lenovo History Timeline: http://www.lenovo.com/lenovo/us/en/company-history.shtml

In 1981, IBM launched its Personal Computing Division which literally invented personal computing with such innovations as the first laptop computer, the precursor to the ThinkPad notebook, synonymous with innovation and quality. (IBM was founded in 1911). In 1984, Legend Holdings was founded in China with just 11 computer scientists and $25,000 in cash, with the idea of delivering information technology more rapidly to consumers and businesses in China.

Lenovo is an innovative, international technology company formed as a result of the acquisition by the Lenovo Group of the IBM Personal Computing Division in May 2005.

♦ Company’s Dun & Bradstreet (D&B) number. Lenovo Response: Lenovo’s Dun and Bradstreet number is DUNS 15-334-5173.

♦ Company’s organizational chart of those individuals that would be involved in the contract. Lenovo Response:



Page 31

♦ Corporate office location.

• List the number of sales and services offices for states being bid in solicitation.

• List the names of key contacts at each with title, address, phone and e-‐‑mail address. Lenovo Response: Lenovo Sales & Services Headquarters 1009 Think Place Morrisville, NC 27560 (855) 253-6686

Contact Title Address Phone E-mail Heather Robertson

Inside Sales Representative

1009 Think Place Morrisville, NC 27560

(919) 804-6860 [email protected]

Mary Langan Senior Account Manager Public Sector



John Smith Public Sector Inside Sales Manager



Robin Howdershelt

Inside Account Sales Director



Ricardo Santos Public Sector Sales Director



Gina Hefner Public Sector Sales Director



Jason Mooneyham

VP Public Sector Sales



Lisa Ivaszuk Services Solution Architect



Jay Watson Services Sales Director



Rebecca Holloman

Segment Marketing Manager



♦ Define your standard terms of payment. Lenovo Response: Payment is due upon receipt of invoice;; after 30 days is considered delinquent.



Page 32

♦ Who is your competition in the marketplace? Lenovo Response: Competition varies by product line, but our largest competitors include: Samsung, Apple, Dell, HP, Cisco, Toshiba, Acer, and ASUS.

♦ What differentiates your company from competitors? Lenovo Response: Lenovo distinguishes itself from the competition in several ways including:

• Vertical integration – Lenovo’s strategy to vertically integrate benefits our customers by keeping costs low, keeping up with the pace, controlling inventory and relying less on original equipment manufacturers (OEM).

• Low cost production – Lenovo manufactures nearly half of its hardware and has set up production plants in low cost regions such as China, Brazil and Argentina to benefit from higher margins. We are also able to manufacture low cost products that are price competitive.

• Competency in mergers and acquisitions – Lenovo has been continuously acquiring firms to bring patents, new capabilities, assets and skills to the company. Through successful acquisitions and joint ventures, Lenovo accesses new markets and distribution networks.

• Strong patents portfolio – Lenovo has gathered an important patents portfolio related to its PC and software businesses including some from acquisitions as well as from R&D investments.

• Synergy of knowledge and diverse workforce – Instead of traditional headquarter model, Lenovo manages 3 centers of excellence around the world (US, China and Singapore). Combining different skills and resources results in synergy and premium quality products.



Page 33

♦ Describe how your company will market this contract if awarded. Lenovo Response: If awarded, Lenovo will bring a team of highly skilled and talented sales and marketing professionals to assist in letting our clients know about this new partnership. Our efforts will include, but are not limited to:

1. Website a. Develop NCPA web link from Lenovo.com/government

b. Develop NCPA page to showcase offerings and pricing

i) Provide links to product for customer education

ii) List Lenovo contacts

2. Email a. Email Lenovo Public client base to announce Lenovo contract award (sent at time of bid award)

i) Description of available Services and Products

ii) Periodically notify clients of available promotions

b. Email client base to announce Lenovo purchasing options on NCPA contract

c. Ongoing email to inform customers about Lenovo products/services and our website

d. Enable function to have Government and Education Sales reps reference NCPA in email signature line

3. Phone a. Educate clients on benefits of the contract during client calls

4. Customer Information Sessions, including Webinars and road shows 5. Social Media Strategy

a. Announcement (upon award) on Lenovo Twitter Handles

b. Announcement (upon award) on Lenovo Facebook Pages

c. Lenovo YouTube Channel - explaining benefits and offerings of NCPA

♦ Describe how you intend to introduce NCPA to your company. Lenovo Response: Should Lenovo be awarded a contract, internal notification and promotion of the contract would be handled via several actions:

1. Email notification to Lenovo Public Sector Sales executives in each region covered with intent to cascade to all public sector sellers

2. Scheduled internal informational /orientation webcast/conference call for extended sales teams

3. Announcement of award on Lenovo's Social Media outlets, including but not limited to Twitter, Facebook, YouTube



Page 34

♦ Describe your firm’s capabilities and functionality of your on-‐‑line catalog / ordering website. Lenovo Response: Lenovo has the ability to create a web portal designed specifically for our US direct accounts;; each portal offers a range of products, services, tools and support chosen specifically to meet your requirements. The Lenovo web portal allows customers the flexibility to decide what registration and authorization levels are right for your organization's users. For each individual user ID and password, one of three access levels can be assigned:

1. Browser – Allows view-only access to your customized catalog. 2. Builder – Allows users to view your customized catalog and build orders. 3. Approver – Allows pre-qualified users to place orders and approve orders created by builders.

Once a user is registered, the access level may be changed at any time by contacting your Lenovo inside sales representative. Each user may change his/her profile information freely, including password reset and retrieval.

Lenovo will provide a 24x7 online ordering portal specifically for NCPA purchases. The selected standard configurations will be displayed prominently on the website home page, and will also offer customization of internal components on non-image models. In addition to NCPA standards, Lenovo website users will have access to Lenovo's full product catalog - or any subset thereof as designated by the customer - at negotiated pricing. The Lenovo websites support credit card, procurement card, and net 30 purchase methods, and may be limited to one or two methods as needed.

The Lenovo website allows users to create and place orders, quotes, and save carts for future use. It also provides a link to our order history tool called Order Visibility Portal (OVP). The OVP tool provides comprehensive order information, customizable searches, and downloads. OVP users can create, save, and repeat custom reports, and can also schedule delivery of this information on a repeat basis.

In addition to your procurement website, Lenovo offers an eSupport site is available 24x7 and provides product knowledge in the form of hints, tips and FAQ's. You can check whether the product is in or out of warranty, get the phone number to our Call Center and view the most up-to-date product information. Warranty Lookup - This enhancement to our website gives you the ability to determine whether or not your products are in or out of warranty. It will also display the expiration date of the warranty. http://support.lenovo.com/en_US/.

Technical support, bug fix, and driver download information is provided by http://support.lenovo.com/en_US/, and is easily accessed through the customized NCPA website. Product warranty information is provided by www.lenovo.com/warranty, and may also be accessed from the customized NCPA website.

♦ Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) Lenovo Response: Lenovo places the highest priority on your satisfaction with us. We realize that our success or failure is determined, in great part, on how satisfied you are with their interactions with Lenovo. Our goal is to be recognized as providing the best value to our customers. Once customers take delivery of the Lenovo branded equipment post sales warranty support is provided by Lenovo. We deliver our award winning Commercial Think and System x as well as our Consumer IDEA products service through Call Centers. Call Centers are staffed with highly skilled support Agents. A centralized database helps Agents share customer information and solutions;; helping eliminate potential problems while providing fast, accurate responses to customers. There are two Lenovo’s Call Centers in the US;; Atlanta, GA supporting our commercial products and Manila and Tarlac Philippines supporting consumer products. Call Centers are available 24 hours a day, 365 days a year. To reach Lenovo support, Contact



Page 35

numbers, Hours of Operations and Language spoken can be found at support.lenovo.com. During the warranty period, support is provided at no charge to our customers.

♦ Green Initiatives

• As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative.

Lenovo Response:

Lenovo Environmental Policy Corporate Policy – Environmental affairs Lenovo is committed to exhibit leadership in environmental affairs in all of its business activities. The requirements listed below apply to all of Lenovo’s worldwide operations. Every Lenovo organization must support this policy and each manager and employee, as well as any contractor performing work on behalf of Lenovo, shall bear a personal responsibility for the following objectives:

Compliance

• Meet or exceed all applicable environmental requirements for all Lenovo activities, products, and services, including legal requirements, standards, and voluntary commitments to which Lenovo subscribes.

Prevention of Pollution

• Use sustainable business practices and processes that minimize waste and prevent pollution, conserve energy and minimize Lenovo’s carbon footprint, minimize health and safety risks, and dispose of waste safely and responsibly.

Product Environmental Leadership

• Conserve natural resources by developing products and packaging that minimize materials usage, use recycled and environmentally preferable materials, and that maximize reuse and recycling opportunities at the end of the product’s life.

• Develop, manufacture, and market products that are energy efficient and that minimize their impact on the environment.

Continual Improvement

• Strive to continually improve Lenovo's environmental management system and performance.

• Work with Lenovo’s supply chain to improve environmental protection and promote the use of environmentally preferable technologies.

• Be an environmentally responsible neighbor in the communities where we operate and act promptly and responsibly to correct conditions that may endanger health, safety, or the environment.

• Provide appropriate resources to fulfill these objectives.

Corporate strategies, policies and guidelines must support this commitment to leadership in environmental affairs. Every employee and contractor of Lenovo must follow this policy and report any



Page 36

environmental, health, or safety concerns to Lenovo management, who must take prompt corrective action.

Yuanqing Yang, Chief Executive Officer

Green Initiatives Lenovo has integrated green initiatives into all our development operations. Every product development team has an environmentally conscious products focal point and an environmental management system to which all product development must comply. As part of this system, each product development team is expected to follow Lenovo's worldwide environmental requirements, work towards Lenovo's worldwide product environmental objectives and targets, and establish unique environmental objectives and targets for their product group as appropriate. Green initiatives are typically not funded as unique projects but rather are integrated into the overall product development process. In addition, Lenovo development and research teams look at specific environmental projects that support product development, such as the qualification of new grades of recycled content plastic resins or the development of new energy efficiency features for products.

♦ Vendor Certifications (if applicable)

• Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

Lenovo Response: As Lenovo is a large, publicly owned corporation we do not believe this section is generally applicable to Lenovo, as there are no unique licenses, registrations or certifications that would be applicable. Lenovo maintains the necessary business licenses in the various jurisdictions in which we operate, as well as the necessary licenses related to Lenovo's manufacturing operations. We would be pleased to discuss this matter further should NCPA have a specific area of concern.

Lenovo does confirm certification for our compliance to ISO 9001, ISO 14001 and OHSAS 18001 and can provide additional details upon request.



Page 37

Tab 5 Tab 5 –– Products and ServiceProducts and Servicess ♦ Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs.

♦ The following is a list of suggested (but not limited to) categories. List all categories along with manufacturer that you are responding with:

Products Manufacturer Laptops / Notebooks / PDA’s Lenovo Desktop Computers Lenovo Servers Lenovo Software Absolute Software

Anvsoft Atomic Learning Avanquest Corel Deployment Partners Encore Google Individual Intuit Iolo LANDesk Laplink Lenovo Lightspeed McAfee Mcgraw Hill Microsoft Nero Netsweeper Nitro Pearson Red Hat Safend Serden Sophos Stoneware Symantec Virtual Computer Wave WinMagic Zinstall

Accessories 3M Accell Cables Anthro Belkin Brenthaven Bretford Case Logic Codi Datamation Earthwalk



Page 38

Products Manufacturer Ergotron Gunnar Infocase Kensington Keyovation Lenovo Logitech LSI Logic Microsoft Mobileedge Ogio Pc Gear He Pelican Protect Computer Products Seal Shield SIIG Solo Cases StarTech Targus Targus Canada Timbuk2 Tripp Lite VXL Wenger

Battery Back-- -‐‑up / Power / Surge N/A Cables 4XEM

Actiontec Brainboxes Cables To Go Cherry Digi International D-Link Hauppauge Iogear Lenovo Magma Sabrent Turtle

Data Storage / Drives Buffalo Technology Cru Inc. Fuji Fusion-io Imation Iomega Iosafe Lenovo MAXELL Micronet

Digital Imaging – Cameras / Scanner Fujitsu Keyboard / Mice / Input Devices Adesso

Cherry Keyovation Lenovo



Page 39

Products Manufacturer Logitech Microsoft Pc Gear He Razer Seal Shield Timbuk2

Memory / System Components 3Com Acp-ep Memory Alliedtel APC Buffalo Technology Centonelec Cisco Corsair Cru Inc. Dane-elec Edge Extreme Networks Fuji Fusion-io Imation Intel Iomega Iosafe Kingston Lexarmedia MAXELL Micronet Netgear PNY Seagate Transcend Transition Networks US Robotics

Office Equipment N/A Printers Brother

Canon HP Kyocera Oki Data Xerox

Sound / Multimedia Creative Labs Cyber Acoustics Gn Netcom Logitech Plantronics Razer Roccat Skullcandy Track Scan

Telecommunications Products N/A Video – Monitors / Cards / Projector Asus



Page 40

Products Manufacturer DoubleSight Epson Lexmark NDSSurgical NEC Planar Samsung Viewsonic X-rite

Interactive Whiteboards N/A DVD / Books / Music / Video N/A

Services Installs Lenovo Asset Management Lenovo Managed Services Lenovo Telecommunications N/A Product Configurations Lenovo Product Support Lenovo Warranty Lenovo, IBM Insurance Lenovo (Accidental Damage Protection)



Page 45

Tab 8 Tab 8 –– Value Added Products and ServicesValue Added Products and Services ♦ Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

Lenovo Response:

Lenovo Services Overview Today, Lenovo is a US $46 Billion (USD) personal technology company and the world’s #1 PC manufacturer according to Gartner. We create and build exceptionally engineered technology products, but we are much more than a hardware company. We are an award-winning services provider, trusted by thousands of companies worldwide to support the full lifecycle of Lenovo PCs. This document provides an introduction to the Lenovo Services Portfolio.

Deploy: Imaging and Deployment Services Imaging Every Lenovo PC is delivered with a standard image optimized for that hardware. However, individual organizations often have unique needs that require a unique image to replace the standard image. The need for unique customer images was the genesis for Lenovo’s Imaging Technology Center. Since 1996, we have been investing in technology and engineers to simplify and drive efficiency into custom image delivery. Where, for most companies, image creation is a periodic event, Lenovo designs, improves, and tests images every day. Today, our custom images can incorporate your advanced configuration requirements to support your business objectives and substantially reduce the cost and disruption associated with onsite deployment activities.

Lenovo fully supports Gartner’s “Shift Left” strategy which recommends creating cost and quality efficiencies by shifting specialized technical activities, such as image design and delivery, to hardware manufacturing. By partnering with the Lenovo Image Technology Center, our imaging engineers work with your IT leaders to gain insight into the unique requirements of your organization, and we incorporate those requirements into your custom image. We then install your custom image as your systems are being manufactured. As a result, you enjoy increased quality and reliability, and the cost savings associated with the economies of scale.

“Shift Left” to Lenovo Imaging Services for Maximum Efficiency

Lenovo Imaging Services Best Practice Automated Precise

Manual Desk-‐side Services Labor Intensive

Expensive Disruptive

Automation Reliable, Repeatable

Accurate, High Performance

ßà ßà ßà

Manual Labor Delay, Disruption Errors, Surprises, Inconsistencies

Efficiency & Accuracy Increase

Costs Increase



Page 46

Deployment Lenovo’s Installation and Deployment services are a suite of managed service offerings designed to address your challenges associated with migrating to new systems during a rollout. These services include planning, setup, and management of end-to-end custom rollouts and deployments.

Lenovo’s deployment program was designed around critical deployment activities such as staging, logistics, applications loading, user state migration, image loading, program management, and post-deployment support. Each activity has been optimized in the Lenovo deployment model and has proven (based upon actual Lenovo customer projects) to cut the time involved in a deployment by more than half and to yield a cost savings of more than a third compared to a traditional, non-automated deployments. We focus on driving success quickly while seamlessly integrating into your environment and discovering areas where cost control opportunities are available.

Our portfolio of deployment services include:

• Logistics management and product storage

• Special packaging and documentation

• Just in time shipments to meet rollout schedules

• Simple un-pack, inspect, plug, setup and place the product

• Out of box testing, connection to the network

• Installation of printers and peripherals

• Software installation and configuration

• Data and setting migration

• Secure data disposal/wipe

• Disposal of existing hardware

• Removal of packaging materials

Deployment Automation – New Hardware Deployment After an image is restored to a PC, a great deal of technician time is needed to complete final configuration of the image including: joining a domain, installing user specific applications, and moving user data. Lenovo’s Advanced Deployment Services (ADS) can fully automate your final image configuration processes such that your technician’s touch time is reduced to a few minutes or to zero. In fact, because ADS automates your manual installation steps through a customizable deployment wizard that includes your company branding, final deployments are achievable by the end-user.

ADS customizations can be performed on a per user/system basis. A typical solution can involve making 35 enhancements to the image and integrating 20 applications (without encryption). ADS can possibly double your technician productivity in terms of the number of concurrent machines that can be managed by a single technician. This may reduce your overall deployment time and associated system deployment cost significantly.

Deployment Automation – OS Migration Lenovo’s In-Place Migration (IPM) solution eliminates the need for a technician to perform an OS migration to Windows 7 or Windows 8. The IPM solution is divided into two separately orderable components: The IPM Module and IPM Console. The IPM Module performs the following end-user migration functions: capturing migration data;; removing non-essential data;; applying the Win7 image;; installing apps;; joining the domain;; inserting AD;; performing automation tasks;; and restoring migration data. The IPM console is an ITIL workflow compliant process engine with the ability to discover, filter, notify, schedule, audit, and execute the In-Place Migration Module.



Page 47

Protect: Lenovo Protection Services Accidental Damage Protection Lenovo’s Accidental Damage Protection (ADP) Service covers accidents beyond the system warranty and protects your PC from non-warranted operational or structural failures incurred under normal operating conditions. On average, customers save 28% with ADP compared to the cost of repairs in the absence of coverage.

Keep Your Drive Under the terms of the Lenovo Limited Warranty, when Lenovo replaces a defective part, that part becomes the property of Lenovo. By purchasing Lenovo’s Keep Your Drive service, you can keep your drive and thus improve your data security and potentially alleviate civil liability risks associated with a data breach.

Online Data Backup Lenovo Online Data Backup (OLDB) is a simple, automatic and secure way to protect your organization from the potential risk of business-critical data loss due to common hazards such as file corruption, deletion, virus, hardware failure or human error. We offer an Enterprise Console a web-based secure data backup and recovery solution that incorporates three levels of security including a 128-bit SSL encrypted web-based transmission of data. Data is encrypted prior to transmission with 256-bit level encryption. Unlimited storage capacity is provided.

Support: Lenovo Support Services Warranty Extensions Warranty Extensions are available for periods of up to five years (depending on your system). Match coverage terms to your PC refresh cycles to extend the life of your PCs and create a predictable support cost structure.

Onsite Warranty For system warranty issues, a trained and certified technician will be dispatched to your location to provide assessment and repair of system.

Onsite + Tech Install of Customer Replaceable Unit Parts (CRUs) Lenovo’s Onsite + Technician Installation of CRU’s compliments your Onsite Warranty by having all PC faulty parts replaced by a Lenovo Certified Technician. This service is simple and economical for your remote locations where technical resources are not available. Also, it is perfect for organizations with inexperienced end-users.

Priority Technical Support Priority Technical Support offers an enhanced warranty plan that provides direct anytime-access on the first call to advanced level tech support, in less than 1 minute.

Help Desk Lenovo’s remote service desk solution provides complete 24x7 help desk coverage including: call management, service request tracking, problem ticket management, and change request management. Service tickets are automatically generated for those events that have been pre-defined, up to and including automatic notifications by phone, email, or pager. A web interface also enables Lenovo and customers to enter and track trouble tickets and service requests from any place via the Internet while our service desk solution tracks all incidents until resolved.

Managed Installation Deploying PCs is a common occurrence at many organizations whether it’s a refresh, mass migration, transferring, or moving PCs from point A to B. Unfortunately, challenges often emerge with these deployments in the form of inconsistencies in cost control and user experience. Lenovo’s portfolio of Managed Installation Services offers a consistently successful customer experience that stems from



Page 48

Lenovo Project Managers delivering a consolidated management approach. For any size organization facing a PC rollout or migration, you can feel confident that Lenovo provides a quality deployment by executing the process from factory to floor, saving you time and resources.

Asset Tagging Lenovo's manufacturing facility allows excellent flexibility with regards to our customer's asset tag requirements. Lenovo will install tamper-proof asset tags on your PC equipment before it is delivered to you. You may define the information printed on the tag, and stored in the system's BIOS, and if requested Lenovo can provide an asset report directly to the customer.

Dispose: Asset Recovery & Disposal Services Lenovo is the trusted industry leader for technology recovery, refurbishing and remarketing. Through world-class facilities and processes, Lenovo provides the foundation for sustainable technology, providing enterprises with an economically smart, environmentally friendly, and risk-free method for the collecting, recycling and reselling of used technology.

Asset Recovery Service (ARS) Scope Lenovo asset recovery services offer the flexibility to meet your environmental and financial objectives. For a fixed price per asset Lenovo offers:

• Pack and Pickup equipment at customer location (shipping/logistics billed at actual) • Processing services to receive, test, and prepare equipment for resale • Recycling services to ensure proper disposal for obsolete equipment • Data destruction services to not just format, but to overwrite or destroy data for security • Value recovery services to return value for re-marketable assets • Service delivery management services to provide a single point of contact and reporting • Certificates of proper data destruction and environmental processing

5

Asset Tag Choices

Standard

Enhanced

Essential

Sample Information:(Asset Tag is customizable)MTM, Serial NumberCustomer LogoAsset Number

Asset Tag information & tag size fixedMTM Serial NumberStatic QR Code links to support.lenovo.com

Sample Information:(Asset Tag is customizable)MTMSerial NumberName of CompanyCompany LogoAsset NumberCustomer QR CodeMAC Addresses



Page 49

Point of Sale Asset Recovery Service As an alternative to the Standard ARS program, Point of Sale ARS may be purchased at the same time you purchase your new PC. By purchasing your Asset Recovery Service (processing and transportation) at the time of system purchase, you have the right to exercise the ARS for this system at any point up to 5 years from the time of purchase. To assist you in making informed decisions, you’ll also receive up-to-date helpful end-of-life asset value information through the Point of Sales ARS Web site.



Page 50

Tab 9 Tab 9 –– Required DocumentsRequired Documents ♦ Clean Air and Water Act / Debarment Notice

♦ Contractors Requirements

♦ Antitrust Certification Statements

♦ FEMA Standard Terms and Conditions Addendum for Contracts and Grants

♦ Required Clauses for Federal Assistance by FTA

♦ State Notice Addendum



Page 51

Clean Air and Water Act & Debarment Notice I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40

CFR Part 15 as required under OMB Circular A-- -‐‑102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement.

I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations

Potential Vendor Lenovo (United States) Inc.

Print Name Ricardo Santos

Address 1009 Think Place

City, Sate, Zip Morrisville, NC 27560


Date September 10, 2015



Page 52

Contractor Requirements Contractor Certification

Contractor’s Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in.

Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws.

Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-- -‐‑Verify Employee Eligibility Verification Program.

Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed

Fingerprint & Background Checks

If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District.

The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted.

Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed

Business Operations in Sudan, Iran

In accordance with A.R.S. 35-- -‐‑391 and A.R.S. 35-- -‐‑393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran.

Authorized signature Ricardo Santos

Date September 10, 2015

Lenovo takes exception to the statement under the Contractor’s Employment Eligibility form which states that “All costs necessary to verify compliance are the responsibility of the Contractor.” Lenovo acknowledges that all costs necessary for Lenovo to demonstrate compliance are the responsibility of Lenovo, but any costs incurred by a Participating Entity, is that Participating Entities responsibility. With regards to the Fingerprint and Background Checks, while Lenovo is of the general opinion that such checks should not be necessary based upon the products and services proposed in this response, if they are, Lenovo is not able to furnish a full set of fingerprints to a school district. We would need to make the appropriate arrangements with the applicable sheriffs’ office or other law enforcement agency.



Page 53

Antitrust Certification Statements (Tex. Government Code § 2155.005) I affirm under penalty of perjury of the laws of the State of Texas that:

(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;;

(2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;;

(3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law;; and

(4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company name Lenovo (United States) Inc.

Address 1009 Think Place

City/State/Zip Morrisville, NC 27560

Telephone No. (805) 798-3461

Fax No. (855) 515-1780

Email address [email protected]

Printed name Ricardo Santos

Position with company Public Sector Sales Director




Page 54

FEMA Standard Terms and Conditions Addendum for Contracts and Grants If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”).

In addition, Contractor agrees to the following specific provisions:

1) Pursuant to 44 CFR 13.36(i)(1), University is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43.

2) Pursuant to 44 CFR 13.36(i)(2), University may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44.

3) Pursuant to 44 CFR 13.36(i)(3)-- -‐‑(6)(12), and (13), Contractor shall comply with the following federal laws:

a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60);;

b. Copeland “Anti-- -‐‑Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3);;

c. Davis-- -‐‑Bacon Act (40 U.S.C. 276a-- -‐‑276a-- -‐‑7) as supplemented by DOL regulations (29 CFR Part 5);;

d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-- -‐‑30) as supplemented by DOL regulations (29 CFR Part 5);;

e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15);; and

f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation play issued in compliance with the Energy Policy and Conservation Act (Pub. L.94-- -‐‑163, 89 Stat. 871).

4) Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41.

5) Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions 72 regarding patents:

a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the participating agency and be disposed of in accordance with the participating agencies policy. The participating agency, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.

6) Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights:

a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-- -‐‑free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:



Page 55

1) The copyright in any work developed under a grant or contract;; and

2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support.

7) Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as the participating agency deems necessary, Contractor shall permit participating agency, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions.

8) Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or participating agency makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42.

Lenovo Response: Lenovo would seek notification when the terms and conditions under the “FEMA Standard Terms and Conditions Addendum for Contracts and Grants” and/or the “Required Clauses for Federal Assistance Provided by FTA” apply to an order, so that Lenovo is in a position at that time to assess the feasibility of and acceptance of such order.



Page 56

Required Clauses for Federal Assistance provided by FTA

ACCESS TO RECORDS AND REPORTS

Contractor agrees to:

a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.

b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11).

CIVIL RIGHTS / TITLE VI REQUIREMENTS

1) Non-- -‐discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:

a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation;; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.

b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.



Page 57

c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions.

d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause.

3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-- -‐discrimination on the grounds of race, color, creed, sex, disability, age or national origin.

4) Sanctions of Non-- -‐Compliance. In the event of Contractor's non-- -‐compliance with the non-- -‐discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or;; 2) Cancellation, termination or suspension of the Contract, in whole or in part.

Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in

49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-- -‐assisted contracts.

1) Non-- -‐Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-- -‐assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include



Page 58

the assurance in this paragraph. (See 49 CFR 26.13(b)).

2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-- -‐DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency.

3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-- -‐10.

FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.



Page 59

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§

3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

Lenovo Response: Lenovo agrees.



Page 60

Appendix AAppendix A –– Lenovo Customer AgreementLenovo Customer Agreement

L505-0150-00 Lenovo Customer Agreement PC, Server and Storage Products - US 9.2014.doc

Customer Agreement PC, Server & Storage Products

L505-0150-00 Lenovo Customer Agreement for PC, Server & Storage Products - US 9/2014 1 of 19

This Lenovo Customer Agreement (“Agreement”) is made by and between Lenovo (United States) Inc., a Delaware corporation with offices at 1009 Think Place, Morrisville, North Carolina 27560 (“Lenovo”) and ____________________________________________, a ______________ corporation with offices located at ___________________________________________________________________ (“Customer”). Customer and Lenovo may be referred to collectively in this Agreement as “parties” and individually as “party.” NOW, THEREFORE, in consideration of the mutual covenants and promises herein recited and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Definitions 1.1 Product means any Lenovo branded or third party hardware or software that Lenovo makes available for purchase by Customer under this Agreement. Hardware Products include personal computers, servers, storage devices and accessories. Software Products include computer software Programs (whether pre-loaded or provided separately) and related licensed materials such as documentation. 1.2 Service means the performance of a task; the provision of advice or assistance; or access to a resource such as an information database that Lenovo makes available to Customer under this Agreement. 1.3 Machine means a server or storage hardware Product identified by a Machine Type as well as its features, conversions or upgrades. The term “Machine” does not include any Programs, whether pre-loaded with the Machine, installed subsequently, or otherwise. 1.4 Program means a software Product. 2. Attachments and Transaction Documents Additional terms for Products and Services may be in documents called "Attachments" and "Transaction Documents.” In general, Attachments contain terms that may apply to more than one Product or Services transaction, while Transaction Documents (such as a statement of work, supplement, schedule, invoice, exhibit, change authorization, or addendum) contain specific details and terms related to an individual transaction. There may be one or more Transaction Documents for a single transaction. Attachments and Transaction Documents are part of this Agreement only for those transactions to which they apply. Each transaction is separate and independent from other transactions. If there is a conflict among the terms of this Agreement, an Attachment or a Transaction Document, those of an Attachment prevail over those of this Agreement, and the terms of a Transaction Document prevail over those of both this Agreement and an Attachment. 3. Applicability, Orders and Delivery Customer accepts the terms in Attachments and Transaction Documents by: (i) signing the Attachments or Transaction Documents (by hand or electronically); (ii) using the Product or Service, or allowing others to do so; or (iii) making any payment for a Product or Service. A Product or Service becomes subject to this Agreement when Lenovo accepts Customer’s order by sending Customer written acceptance of the order; by shipping the Product; or by otherwise making the Program or Service available to Customer. Confirmation of Lenovo’s receipt of a Customer order does not constitute Lenovo’s acceptance of the order. Delivery dates and ship dates are estimates unless otherwise specifically agreed in a Transaction Document. Transportation charges, if applicable, will be specified in a Transaction Document. For Programs that Lenovo provides to Customer in tangible form, Lenovo fulfills its shipping and delivery obligations upon the delivery of such Programs to the Lenovo-designated carrier, unless otherwise agreed to in writing by



Customer and Lenovo. An Attachment or Transaction Document will be signed by both parties if requested by either party. 4. Prices and Payment Prices for Products and Services shall be as set forth in Attachment B or as otherwise agreed by the parties in writing. If not paid in advance of shipment, all amounts are due upon receipt of invoice. Any amounts not received by Lenovo within thirty (30) days of receipt of invoice shall be overdue. Customer shall pay a late payment fee of the lesser of one and one half (1.5%) percent per month or the maximum rate permitted by applicable 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, on Products and Services from the date Lenovo ships them to Customer or the date on which the Services are provided by Lenovo. No other discounts, quantity entitlements, or promotions apply unless expressly agreed in writing by Lenovo. Delivery charges, if applicable, will be specified in an invoice. 5. Title and Risk of Loss 5.1 Lenovo transfers title to hardware Products to Customer upon shipment to Customer. Lenovo may reserve a purchase money security interest in a hardware Product until Lenovo receives payment of all the amounts due. Lenovo does not transfer title to Programs. 5.2 Lenovo bears the risk of loss for hardware Products until they are delivered to the location specified in Customer’s order. Customer assumes risk of loss after delivery to the specified location. 6. Warranties 6.1 Personal Computer Products 6.1.1 Lenovo warrants that each Lenovo branded hardware Product, other than a Machine, purchased by Customer, for Customer’s own use and not for resale, is free from defects in materials and workmanship under normal use during the warranty period. The warranty period for a hardware Product starts on the original date of purchase specified on Lenovo’s invoice unless specified otherwise by Lenovo in writing. The warranty period and type of warranty service that apply to a hardware Product are specified in Attachment A: Warranty Service Information (Personal Computer Products). 6.2 Servers and Storage Products 6.2.1 Warranty for Machines Lenovo warrants that each Machine is free from defects in materials and workmanship under normal use during the warranty period. Unless Lenovo specifies otherwise, the warranties apply only in the country of acquisition. The warranty period for a Machine is a fixed period of time specified in Attachment B: Warranty Service Information (Servers and Storage Products) or as specified in a Transaction Document. The warranty period starts on the original date of purchase specified on Lenovo's invoice unless specified otherwise by Lenovo in writing. During the warranty period, Lenovo shall provide repair and exchange Service for the Machine, without charge, under the type of Service designated by Lenovo for the Machine. If a defect in material or workmanship is discovered during the warranty period and Lenovo is unable to either: (i) repair it; or (ii) replace it with one that is at least functionally equivalent, Customer may return it to Lenovo for a prorated refund. 6.3 Warranty for Services Lenovo warrants that it performs Service using reasonable care and skill and according to its current description contained in this Agreement, an Attachment, or an order. Customer shall provide timely written notice of any failure to comply with this warranty in order that Lenovo may take corrective action. Additional



terms regarding Service for Machines during and after the warranty period are contained in Attachment E: Terms for Servers, Storage Products and Related Services. 6.4 Items to which these warranties do not apply These warranties shall not apply to any hardware Product which has been subjected to misuse, accident, unauthorized modification; operated in an unsuitable physical or operating environment; subjected to natural disasters, power surges or unauthorized maintenance; to any third party hardware product, including those that Lenovo may provide or integrate into a hardware Product at Customer’s request; or to software, whether provided with a hardware Product or installed subsequently. These warranties do not include any technical support, such as assistance with “how-to” questions and those regarding hardware Product set-up and installation. These warranties shall be voided by the removal or alteration of identification labels on a hardware Product or its parts. In no event shall these warranties include liability for uninterrupted or error-free operation of a hardware Product, correction of all defects; or any loss of, or damage to data by a hardware Product. 6.5 THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ALL SOFTWARE, SUPPORT AND ALL THIRD PARTY PRODUCTS AND SERVICES ARE PROVIDED AS IS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. THIRD PARTY MANUFACTURERS, SUPPLIERS, DEVELOPERS, SERVICE PROVIDERS, LICENSORS OR PUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES TO CUSTOMER. 7. General 7.1 Product, Part or Component Changes. Lenovo may change components or parts of a hardware Product without notice provided that the substituted components or parts provide equal or better performance. Any such change shall be at no additional cost to Customer, and will not change Customer’s rights under the Lenovo hardware Product warranty. 7.2 Returns. Customer may return a new, standard Product that is still in its sealed, unopened package, to Lenovo for any reason within twenty-one (21) days of the date of invoice for a refund or credit. Customers may only return the entire Product or all such Products for a refund or credit. Partial refunds or credits for Products that are not standard; or Products configured to Customer’s requirements, including installation of software Product options; or quantities of Products that are not separately priced, are not available to Customers. In order to receive a credit or refund, Customer must contact its Lenovo Customer Support Representative to obtain a return-authorization form. Customer must return the new Product, including all documentation and accessories, intact and in its unopened original packaging to the location and by the date specified by Lenovo. A copy of the invoice, the return-authorization form, and the shipping label must accompany the returned Product. Shipping and handling charges will not be refunded or credited to Customer. Products returned without a Lenovo return-authorization form, or returned after the date specified by Lenovo, may be subject to a restocking fee in the amount of fifteen percent (15%) of the price paid. Customer agrees to pay the restocking fee if charged by Lenovo. A refund or credit is not available for the return of Products which are not generally available to customers and for which Lenovo created a unique machine type model (MTM) or a part number. Returns of Products shipped as a result of a Lenovo error will be accepted by Lenovo. Lenovo will initiate a return of such Products with appropriate documentation at no charge to Customer if Lenovo is notified of the error within twenty one (21) days of the date of the invoice. If Customer acquired a software Product separate from a hardware Product, and paid a software license fee, but does not agree to the terms of the license, Customer may return the software Product within twenty one (21) days of the date of invoice and receive a refund or credit in the amount of the fee.



7.3 Customer Sale of Products and Services. If Customer sells Products or Services purchased from Lenovo in competition with Lenovo resellers, Lenovo may terminate this Agreement and discontinue sales to Customer. 7.4 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, including but not limited to warranty service. Such information will be processed and used in connection with this Agreement and the Products or 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 relation to this Agreement and the Products or Services. Lenovo may also disclose such information where required by law. 7.5 Limitation of Liability. 7.5.1 In any action arising out of or related to this Agreement or any order issued hereunder, neither party nor

its affiliates shall be liable to the other party or its affiliates for any of the following even if informed of their possibility and whether arising in contract, tort, (including negligence) or otherwise: (a) third-party claims for damages; (b) loss of, or damage to, data; (c) special, incidental, indirect, punitive, exemplary or consequential damages; or (d) loss of profits, business, revenue, goodwill or anticipated savings; and

7.5.2 The maximum cumulative liability of either party and its affiliates to the other party and its affiliates for all 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 and its affiliates to Lenovo and its affiliates for all orders issued under this Agreement.

7.5.3 The provisions of Sections 7.5.1 and 7.5.2 shall also limit the liability of Lenovo, its subcontractors, suppliers and program developers, collectively, to Customer and its affiliates.

7.5.4 The provisions of Sections 7.5.1 and 7.5.2 shall not apply to: (i) bodily injury (including death); (ii) damage to real property; or (iii) damage to tangible personal property.

7.6. a. Patent and Copyright Protection. Lenovo shall indemnify, defend and hold the NCPA harmless from and against any and all claims, actions, suits, or proceedings brought by a third party and any resulting losses, liabilities, penalties, fines, damages, costs or expenses (including, without limitation, reasonable attorneys fees) of any kind resulting from: (a) bodily injury (including death); or (b) damage to real or tangible personal property caused by Lenovo branded Products or Lenovo’s gross negligence or willful misconduct in its performance under this Agreement. This indemnification shall not apply to the extent that the injury, death, loss, damage or destruction was caused by the grossly negligent or willful acts or omission of the NCPA or any employees, agents or representatives thereof. 7.6 b. Intellectual Property Infringement Protection. If a third party claims that a Lenovo or IBM branded Product provided by Lenovo to Customer under this Agreement infringes that party’s patent or copyright, Lenovo will defend Customer against that claim at its expense and pay all costs, damages, and attorney’s fees that a court finally awards against Customer or that are included in a settlement approved by Lenovo, provided that Customer: (i) promptly notifies Lenovo in writing of the claim; (ii) allows Lenovo to control, and cooperates with Lenovo in, the defense and any related settlement negotiations; and (iii) is and remains in compliance with Customer's obligations in this Section 7.6. The foregoing is Lenovo’s entire obligation to Customer and Customer’s exclusive remedy regarding any claim of infringement. If such a claim is made or appears likely to be made, Customer shall permit Lenovo, in Lenovo’s sole discretion, to enable Customer to continue to use the Product; to modify it; or to replace it with one that is at least functionally equivalent. If Lenovo determines that none of these alternatives is reasonably available, Customer shall promptly return the Product to Lenovo at its written request. Lenovo will then provide a credit to Customer in an amount equal to the net book value of the Product according to generally accepted accounting principles. Lenovo shall have no obligation regarding any claim based upon: (i) anything Customer or a third party on Customer's behalf provides which is incorporated into, or combined with, a Product; (ii) unauthorized modification of a Product by Customer or a third party on Customer's behalf; (iii) the combination, operation,



or use of a Product with any products not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; (iv) Lenovo’s compliance with Customer’s specifications or requirements; or (v) infringement by a third party Product alone. 7.7 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, by either party to an affiliate or to a successor organization by merger or acquisition, does not require the consent of the other party. Lenovo may assign its rights to payments under this Agreement without Customer’s consent. 7.8 Governing Law. This Agreement and all orders issued hereunder will be governed under the laws of the State of New York, without regard to its conflict of law principles. Neither party may bring an action arising out of or related to this Agreement more than two (2) years after the cause of action arose. 7.9 Survival. Any terms of this Agreement, which by their nature survive the expiration or termination of this Agreement, including but not limited to Limitation of Liability and Intellectual Property Infringement Protection, shall survive the expiration or termination of this Agreement. 7.10 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. 7.11 Term and Termination. The term of this Agreement shall begin on the effective date and continue for three (3) years. Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. This Agreement may be extended as agreed by the parties in writing. Either party may terminate this Agreement if the other fails to comply with any material term, provided the party alleged not to be in compliance is given written notice of the non-compliance and reasonable time to cure. Termination or withdrawal of a Service transaction shall be as described in Section 4.7 of Attachment E, if applicable. 7.12 Complete Understanding. This Agreement 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. Additional Product or Service Descriptions, Price Lists, or Statements of Work may become part of this Agreement only when added by an amendment signed by both parties. Any additional or different terms not in a writing signed by both parties and any contrary terms on a Customer purchase order shall not be a part of this Agreement. 7.13 Customer Affiliates. Customer affiliates identified in Attachment C may place orders with Lenovo for the purchase of Products and Services under this Agreement subject to: (a) proof of creditworthiness satisfactory to Lenovo; or (b) Lenovo’s receipt of a guarantee of payment from Customer for each such Customer affiliate in the form contained in Attachment C. 7.14 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 in full force and effect. 7.15 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument. 7.16 Attachments. The following documents are incorporated herein and made a part of this Agreement:



Attachment A: Warranty Service Information (Personal Computer Products) Attachment B: Pricing, Products and Services Descriptions Attachment C: Customer Affiliates and Payment Guarantee Attachment D: Warranty Service Information - Machines (Servers and Storage Products) Attachment E: Terms for Servers, Storage Products and Related Services



IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its authorized representative effective as of the date of the signature of Lenovo’s authorized representative.

insert Customer name

Customer

Lenovo (United States) Inc. Lenovo

By________________________________________ Authorized signature

By________________________________________ Authorized signature

Name: (type or print)

Title:

Name: (type or print)

Title:

Date: Date: Customer address: Attn: Tel Fax E-mail address:

Lenovo address: Lenovo 1009 Think Place Morrisville, NC 27560 Attn: Kathy O’Neil Tel 919 294 2862 Fax 919 294 4987 E-mail address: [email protected]



Attachment A Warranty Service Information

(Personal Computer Products) If a defect in material or workmanship is discovered during the warranty period, warranty service may be obtained by contacting Lenovo or a Lenovo approved service provider (“Service Provider”). Repair, correction and replacement in the manner described below shall constitute fulfillment of all of Lenovo’s obligations under the Lenovo limited warranty. A list of Service Providers and their telephone numbers is available at www.lenovo.com/support/phone. Warranty service may not be available in all locations and may differ from location to location. Charges may apply outside a Service Provider’s normal service area. Contact a local Service Provider for information specific to your location. Customer Responsibilities for Warranty Service Before warranty service is provided, Customer must take the following steps: • follow the service request procedures specified by the Service Provider • backup or secure all programs and data contained in the product • provide the Service Provider with all system keys or passwords • provide the Service Provider with sufficient, free, and safe access to Customer facilities to perform service • remove all data, including confidential information, proprietary information and personal information, from

the hardware Product or, if Customer is unable to remove any such information, modify the information to prevent its access by another party or so that it is not personal data under applicable law. The Service Provider shall not be responsible for the loss or disclosure of any data, including confidential information, proprietary information, or personal information, on a hardware Product returned or accessed for warranty service

• remove all features, parts, options, alterations, and attachments not covered by the warranty • ensure that the hardware Product or part is free of any legal restrictions that prevent its replacement • if Customer is not the owner of a hardware Product or part, obtain authorization from the owner for the

Service Provider to provide warranty service What the Service Provider Will Do to Correct Problems When Customer contacts a Service Provider, Customer must follow the specified problem determination and resolution procedures. The Service Provider will attempt to diagnose and resolve the problem by telephone, e-mail or remote assistance. The Service Provider may direct Customer to download and install designated software updates. Some problems may be resolved with a replacement part to be installed by Customer called a “Customer Replaceable Unit” or “CRU.” If so, the Service Provider will ship the CRU to Customer for installation. If the problem cannot be resolved over the telephone; through the application of software updates or the installation of a CRU, the Service Provider will arrange for service under the Type of Warranty Service designated for the hardware Product as specified in the table below. If the Service Provider determines that it is unable to repair the hardware Product, the Service Provider will replace it with one that is at least functionally equivalent. If the Service Provider determines that it is unable to either repair or replace the hardware Product, Customer’s sole remedy under this Limited Warranty is to return the hardware Product to the place of purchase or to Lenovo for a refund of the purchase price. Replacement Products and Parts When warranty service involves the replacement of a hardware Product or part, the replaced hardware Product or part becomes Lenovo’s property and the replacement hardware Product or part becomes Customer’s property. Only unaltered Lenovo hardware Products and parts are eligible for replacement. The



replacement hardware Product or part provided by Lenovo may not be new, but it will be in good working order and at least functionally equivalent to the original hardware Product or part. The replacement hardware Product or part shall be warranted for the balance of the period remaining on the original hardware Product. What this Warranty Does not Cover This warranty does not cover the following: • uninterrupted or error-free operation of a hardware Product • loss of, or damage to, Customer data by a hardware Product • any software programs, whether provided with the hardware Product or installed subsequently • failure or damage resulting from misuse, abuse, accident, modification, unsuitable physical or operating

environment, natural disasters, power surges, improper maintenance, or use not in accordance with the hardware Product information materials

• damage caused by a non-authorized service provider • failure of, or damage caused by, any third party products, including those that Lenovo may provide or

integrate into the Lenovo hardware Product at Customer’s request • any technical or other support, such as assistance with “how-to” questions and those regarding the

hardware Product set-up and installation • hardware Products or parts with an altered identification label or from which the identification label has

been removed Warranty Information

Hardware Product Type Warranty Period Type of Warranty Service

Notebook Battery One (1) Year 1

(Complete the above table)

If required, the Service Provider will provide repair or exchange service depending on the type of warranty service specified for the hardware Product and the available service. Scheduling of service will depend upon the time of Customer’s call, parts availability, and other factors. Types of Warranty Service 1. Customer Replaceable Unit (“CRU”) Service Under CRU Service, a Service Provider will ship CRUs to Customer for installation by Customer. CRU information and replacement instructions are shipped with the hardware Product and are available from Lenovo at any time upon request. CRUs that are easily installed by Customer are called “Self-service CRUs”. “Optional-service CRUs” are CRUs that may require some technical skill and tools. Installation of Self-service CRUs is Customer’s responsibility. Customer may request that a Service Provider install Optional-service CRUs under one of the other types of warranty service designated for the hardware Product. An optional service offering may be available for purchase from a Service Provider or Lenovo under which Self-service CRUs would be installed for Customer. Customer may find a list of CRUs and their designation in the publication that ships with the hardware Product or at www.lenovo.com/CRUs. The requirement to return a defective CRU, if any, will be specified in the materials shipped with a replacement CRU. When return is required: 1) return instructions, a prepaid return shipping label, and a container will be included with the replacement CRU; and 2) Customer may be charged for the replacement CRU if the



Service Provider does not receive the defective CRU within thirty (30) days of Customer’s receipt of the replacement CRU. 2. On-Site Service Under On-Site Service, a Service Provider will either repair or exchange the hardware Product at Customer’s location. Customer must provide a suitable working area to allow disassembly and reassembly of the hardware Product. Some repairs may need to be completed at a service center. If so, the Service Provider will send the hardware Product to the service center at its expense. 3. Courier or Depot Service Under Courier or Depot Service, the hardware Product will be repaired or exchanged at a designated service center, with shipping at the expense of the Service Provider. Customer is responsible for disconnecting the hardware Product and packing it in a shipping container provided to Customer for return of the hardware Product to a designated service center. A courier will pick up the hardware Product and deliver it to the designated service center. The service center will return the hardware Product to Customer at its expense. 4. Customer Carry-In Service Under Customer Carry-In Service, the hardware Product will be repaired or exchanged after Customer delivers it to a designated service center at Customer’s risk and expense. After the hardware Product has been repaired or exchanged, it will be made available for collection by Customer. Failure to collect the hardware Product may result in the Service Provider disposing of the hardware Product as it sees fit, with no liability to Customer. 5. Mail-In Service Under Mail-In Service, the hardware Product will be repaired or exchanged at a designated service center after Customer delivers it at Customer’s risk and expense. After the hardware Product has been repaired or exchanged, it will be returned to Customer at Lenovo's risk and expense, unless the Service Provider specifies otherwise. 6. Customer Two-Way Mail-In Service Under Customer Two-Way Mail-In Service, the hardware Product will be repaired or exchanged after Customer delivers it to a designated service center at Customer’s risk and expense. After the hardware Product has been repaired or exchanged, it will be made available to Customer for return shipping at Customer’s risk and expense. If Customer fails to arrange return shipment, the Service Provider may dispose of the product as it sees fit, with no liability to Customer. 7. Product Exchange Service Under Product Exchange Service, Lenovo will ship a replacement hardware Product to Customer’s location. Customer shall be responsible for its installation and verification of its operation. The replacement hardware Product becomes the property of Customer in exchange for the failed hardware Product, which becomes the property of Lenovo. Customer shall pack the failed hardware Product in the shipping carton used to ship the replacement hardware Product and return it to Lenovo. Transportation charges, both ways, shall be at Lenovo’s expense. If Customer fails to use the carton in which the replacement hardware Product was received, Customer may be responsible for any damage to the failed hardware Product occurring during shipment. Customer may be charged for the replacement hardware Product if Lenovo does not receive the failed hardware Product within thirty (30) days of Customer’s receipt of the replacement hardware Product.



Attachment B

Pricing, Products and Services Descriptions Products /Service Description Ordering Part

Number or Machine Type / Model

Price

This Attachment B may be modified from time to time as agreed by Lenovo and Customer. At Lenovo’s option, Lenovo may make the information on this Attachment B available to Customer by a Customer Product Catalog or Website. Prices: 1. Invoices shall be based on the lower of the prices above or the price set by Lenovo at time of Customer’s

order. 2. These prices or discounts may not be combined with any other discounts or promotions unless approved

by Lenovo. 3. Customer may only disclose the prices or discounts to Customer employees or contractors who have a

need to know. Customer may not disclose Lenovo’s prices or discounts to any other third party without Lenovo’s prior written approval.

4. The prices only apply to purchases directly from Lenovo. 5. Purchases from a Lenovo reseller shall be subject to the terms, conditions and prices specified by the

Lenovo reseller.



Attachment C

Customer Affiliates and Payment Guarantee Customer Affiliate Name Customer Affiliate Address

As provided in Section 7.13 of the Agreement, the Customer Affiliates identified above may place orders with Lenovo under this Agreement subject to: (a) proof of creditworthiness satisfactory to Lenovo; or (b) Lenovo’s receipt of a signed Payment Guarantee in the form set forth below.

Payment Guarantee Customer shall be responsible for and hereby guarantees all payments due Lenovo from each affiliate listed above in accordance with the payment provisions of this Agreement. In the event a Customer affiliate shall fail to timely and unconditionally pay in full any sums due to Lenovo, Lenovo shall give written notice of demand for payment to Customer. Customer shall become immediately liable to Lenovo for such sums upon receipt of said notice. Customer shall pay in full all such sums due and unpaid within fifteen (15) days after its receipt of notice. Customer also shall pay on demand reasonable attorneys' fees and legal expenses incurred by the Lenovo, if any, to secure payment from Customer.

Any payments by Customer pursuant to this Payment Guarantee shall be made without deduction or withholding for any and all present or future taxes, duties, levies, fees, charges, withholdings or other governmental charges and all liabilities with respect thereto. This Payment Guarantee has been duly authorized and executed by Customer and constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms. Customer represents and warrants that the execution and delivery of this Payment Guarantee will not conflict with or constitute a breach of, or default under, any agreement to which Customer is a party; or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Customer.

By________________________________________ Date: Customer Authorized signature

Name: Title: (type or print)



Attachment D Warranty Service Information

Machines (Servers and Storage Products)

Warranty Information Machine Type(s) Country of Purchase Warranty Period Type of Warranty

Service Service Level

The performance of warranty service is subject to the following: (i) the time Customer’s request for service is received; (ii) Machine technology and redundancy; and (iii) availability of parts. Customer should contact their local Lenovo representative, or the subcontractor or reseller performing services on behalf of Lenovo, for country and location specific information. Types of Warranty Service Type 1 - Customer Replaceable Unit (“CRU”) Service Lenovo provides replacement CRUs to Customer for installation by Customer. CRU information and replacement instructions are shipped with each Machine and are available from Lenovo at any time upon request. CRUs are designated as being either a Tier 1 (mandatory) or a Tier 2 (optional) CRU. Installation of a Tier 1 CRU is a responsibility of Customer. If Lenovo installs a Tier 1 CRU at Customer’s request, Customer will be charged for the installation. Customer may install a Tier 2 CRU or request Lenovo to install it, at no additional charge, under the type of warranty service designated for Customer’s Machine. In the materials shipped with a replacement CRU, Lenovo may require that a defective CRU be returned to Lenovo. When return is required by Lenovo: (1) return instructions and a container are shipped with the replacement CRU; and (2) Customer may be charged for the replacement CRU if Lenovo does not receive the defective CRU within fifteen (15) days of Customer’s receipt of the replacement CRU. Type 5 - CRU and On-site Service At Lenovo’s discretion, Customer will receive CRU service or Lenovo, or a Lenovo subcontractor or reseller, will repair the defective Machine at Customer’s location and verify its operation. Customer must provide suitable working area to allow disassembly and reassembly of the Machine. The area must be clean, well lit and suitable for the purposes of repair. Type 6 - CRU and Courier or Depot Service At Lenovo’s discretion, Customer will receive CRU service or Customer will disconnect the defective Machine and make it available for collection arranged by Lenovo. Lenovo will provide Customer with a shipping container for return of Customer’s Machine to a designated service center. A courier will pick up Customer’s Machine and deliver it to the designated service center. After repair or exchange, Lenovo will arrange the return delivery of the Machine to Customer’s location. Customer is responsible for installation of the Machine and verification of its operation. Type 7 - CRU and Customer Carry-In or Mail-In Service At Lenovo’s discretion, Customer will receive CRU service or Customer will ship (prepaid unless Lenovo specifies otherwise) the defective Machine suitably packaged to a location designated by Lenovo. After Lenovo has repaired or exchanged the Machine, Lenovo will make it available for collection by Customer. In the case of Mail-in Service, Lenovo will return the Machine to Customer at Lenovo's expense, unless Lenovo specifies otherwise. Customer is responsible for installation of the Machine and verification of its operation. Type 8 - CRU and Machine Exchange Service At Lenovo’s discretion, Customer will receive specified CRU service or Lenovo will initiate shipment of a replacement Machine to Customer’s location. Customer must pack the defective Machine into the shipping container that contained the replacement Machine and return the defective Machine to Lenovo. Transportation charges, both ways, shall be paid by Lenovo. Customer may be charged for the replacement Machine if Lenovo does not receive the defective Machine



within fifteen (15) days of Customer’s receipt of the replacement Machine. Customer is responsible for installation of the Machine and verification of its operation.



Attachment E Terms for Servers, Storage Products and Related Services

1. General Terms 1.1 Definitions Machine means a server or storage hardware Product identified by a Machine Type as well as its features, conversions or upgrades. The term “Machine” does not include any Programs, whether pre-loaded with the Machine, installed subsequently, or otherwise. Machine Code means all code provided for a Machine (including, without limitation, a Machine’s firmware and microcode), excluding code that is licensed under a license agreement other than the license agreement governing use of Machine Code. The term Machine Code specifically includes any whole or partial copy of Machine Code, and any fix, patch, or replacement provided for Machine Code. 1.2 Charges and Payment

1.2.1 Charges A Transaction Document specifies the amount payable for Products or Services, based on one or more of the following types of charges: one-time, recurring, time and materials, or fixed price. Additional charges may apply (such as special handling or travel related expenses). Lenovo will inform Customer in advance whenever additional charges apply. Charges for Services are billed as specified in an order, which may be in advance, periodically during the performance of the Service, or after the Service is complete. Unless otherwise provided in this Agreement (including any applicable Attachment or order): i) Services for which Customer pays in advance must be used within the applicable contract period; and ii) Lenovo shall not be required to credit or refund any advance payments. If a Transaction Document provides an estimated total charge for time and materials, the estimate is for planning purposes and budgetary purposes only. Lenovo invoices charges based on actual time and materials expended or actual or authorized use, subject to any specified minimum commitment. 1.2.2 Changes to Charges From time to time, Lenovo may change its charges. Customer receives the benefit of a decrease in charges for amounts that become due on or after the effective date of the decrease. Lenovo may increase recurring charges for Products and Services, as well as labor rates and minimums for Services provided under this Agreement. Lenovo shall provide Customer three (3) months' written notice of any such change. An increase shall apply on the first day of the invoice or charging period on or after the effective date specified in the notice. Lenovo may increase one-time charges without notice. However, an increase to one-time charges does not apply to Customer if: i) Lenovo receives the order before the announcement date of the increase; and ii) one of the following occurs within three (3) months after Lenovo’s receipt of the order: (i) Lenovo ships Customer the Machine or makes the Program available to Customer; or (ii) Customer makes an authorized copy of a Program or distributes a chargeable component of a Program to another Machine.

1.3 Changes to the Agreement Terms Lenovo may change the terms of this Agreement by providing Customer at least three (3) months’ written notice. However, no such change shall be retroactive. Any such change shall be effective on the date specified in the notice. It shall only apply to new orders, on-going transactions that do not expire, and transactions with a defined renewable contract period. For transactions with a defined renewable contract period, Customer may request that Lenovo delay the effective date of the change to the end of the current renewable contract period.



Customer acknowledges its agreement to have these changes apply for such transactions by: i) placing new orders for Products or Services after the change effective date; ii) failing to request that the effective date of the change be delayed until the end of the renewable contract period; iii) allowing transactions to renew after receipt of the change notice; or iv) failing to terminate non-expiring transactions prior to the effective date of the change. Changes to charges are implemented as described in Section 1.2 Charges and Payment above. Except as provided above, in order for a change to be valid, it must be signed by both parties.

2. Machine Terms 2.1 Production Status A Machine may be manufactured from parts that are not new. In some cases, a Machine may not be new and may have been previously installed. Notwithstanding such circumstances, Lenovo’s applicable warranty terms shall apply to a Machine sold under this Agreement. 2.2 Installation

2.2.1 Machine Installation Customer shall provide an environment meeting the requirements for the Machine as specified in its

published documentation. Customer is responsible for installing a Machine according to instructions provided with the Machine. 2.2.2 Engineering Changes Customer shall allow Lenovo to install mandatory engineering changes (such as those required for safety) on a Machine within thirty (30) calendar days of the date of Lenovo’s notice to Customer unless otherwise agreed by the parties. Many engineering changes require the removal of parts and the transfer of title and possession of the removed parts to Lenovo. Customer shall return all removed parts to Lenovo upon installation of the engineering change. Customer represents that Customer has permission from the owner and any lien holders to: i) install engineering changes; and ii) transfer title and possession of removed parts to Lenovo. Customer further represents that all removed parts are genuine, unaltered, and in good working order. A part that replaces a removed part shall be subject to the warranty or maintenance Service status of the replaced part.

3. Licenses for Machine Code Customer acknowledges that each Machine contains Machine Code. Regardless of the source from which Customer acquires a Machine, the Machine Code shall be subject to the terms of the license agreement included with the Machine. 4. Services 4.1 Personnel Each party shall assign personnel that are qualified to perform the tasks required of such party under this Agreement and shall be responsible for the supervision, direction, control, and compensation of its personnel. Subject to the foregoing, each party, in its sole discretion, may determine the assignment of its personnel and contractors. Lenovo may engage subcontractors to provide or assist in providing Services. Lenovo shall be responsible for the performance of Services under this Agreement by its subcontractors. 4.2 Customer Resources If Customer is making available to Lenovo any facilities, software, hardware or other resources in connection with Services, Customer shall obtain any licenses or approvals related to these resources that may be necessary for Lenovo to perform the Services. Lenovo shall be relieved of any obligations that are



adversely affected by Customer’s failure to promptly obtain such licenses or approvals. Customer shall reimburse Lenovo for any reasonable costs and other amounts that Lenovo may incur related to Customer’s failure to obtain these licenses or approvals. Unless otherwise agreed in an Attachment or order, Customer is responsible for: i) any data and the content of any database that it makes available to Lenovo in connection with Services ordered under this Agreement; ii) the selection and implementation of procedures and controls regarding access, security, encryption, use, and transmission of data; and iii) backup and recovery of the database and any stored data. Lenovo’s responsibilities regarding such data or database, including any confidentiality and security obligations, are governed by the Attachments and orders applicable to the particular Services transaction (which prevail over the terms of any separate confidentiality agreements) and subject to the Limitation of Liability and other terms in this Agreement. 4.3 Service for Machines (during and after warranty)

4.3.1Service for Machines Lenovo provides certain types of Service to keep Machines in, or restore them to, conformance with their specifications. Lenovo will inform Customer of the available types of Service for a Machine. At its discretion, Lenovo will: i) either repair or exchange the defective Machine; and ii) provide the Service either at Customer’s location or a service center. Lenovo manages and installs selected engineering changes that apply to Machines and may also perform preventive maintenance. Any feature, conversion, or upgrade must be installed on a Machine which is: i) the designated, serial-numbered Machine, if applicable; and ii) at an engineering-change level compatible with the feature, conversion, or upgrade. When the type of Service requires that Customer deliver the defective Machine to Lenovo, Customer agrees to ship it suitably packaged (prepaid unless Lenovo specifies otherwise) to a location designated by Lenovo. After Lenovo has repaired or exchanged the Machine, Lenovo will deliver it to Customer at Lenovo’s expense unless Lenovo specifies otherwise. Lenovo is responsible for loss of, or damage to, Customer’s Machine while it is: i) in Lenovo’s possession; or ii) in transit in those cases where Lenovo is responsible for the transportation charges. Customer shall: obtain authorization from the owner to have Lenovo service a Machine that Customer does not own;

(i) where applicable, before Lenovo provides Service, -- 1. follow the problem determination and service request procedures that Lenovo provides, 2. secure all programs, data, and funds contained in a Machine, and 3. inform Lenovo of changes in a Machine's location.

follow the Service instructions that Lenovo provides (which may include installing Machine Code and other software updates either downloaded from an Lenovo Internet Web site or copied from other electronic media); and

(ii) when Customer returns a Machine to Lenovo for any reason -- 1. securely erase from any Machine all programs not provided by Lenovo with the Machine

and data, including without limitation, the following: i) information about identified or identifiable individuals or legal entities ("Personal Data"); and ii) Customer’s confidential or proprietary information and other data. If removing or deleting Personal Data is not possible, Customer agrees to transform such information, e.g., by making it anonymous, so that it ceases to be Personal Data under applicable law;

2. remove all funds from Machines returned to Lenovo. Lenovo is not responsible for any funds or Programs not provided by Lenovo with the Machine, or data contained in a Machine that Customer returns to Lenovo; and

3. authorize Lenovo to ship all or part of the Machine or its software to other Lenovo or third party locations around the world to perform its responsibilities under this Agreement.



4.3.2 Replacements When Service involves the exchange of a part or Machine, the item replaced by Lenovo becomes Lenovo’s property and the replacement becomes Customer’s property. Customer represents that all replaced items are genuine and unaltered. A replacement may not be new, but it will be in good working order and at least functionally equivalent to the replaced item. The replacement assumes the warranty or maintenance Service status of the replaced item. Before Lenovo exchanges a part or Machine, Customer shall remove all features, parts, options, alterations, and attachments not under Lenovo’s service. Customer shall also: i) only provide a part or Machine that is free of any legal obligations or restrictions that prevent Lenovo from receiving free and clear title to it; and ii) transfer ownership and possession of replaced parts to Lenovo. Service for some Machines involves an exchange replacement part or Machine for installation by Customer. Such exchange replacements may be: i) a part of a Machine (called a Customer Replaceable Unit, or “CRU,” e.g., keyboard, memory, or hard disk drive); or (ii) an entire Machine. Customer may request Lenovo to install the replacement CRU or Machine, however, Customer may be charged for the installation. Lenovo provides information and replacement instructions with Machines as well as at any time upon request. Lenovo may require that a failed CRU or Machine be returned to Lenovo as a condition for replacement. When return is required, return instructions and a container are shipped with the replacement. Customer may be charged for a replacement if Lenovo does not receive the failed CRU or Machine within fifteen (15) calendar days after Customer’s receipt of the replacement. 4.3.3 Items Not Covered Repair and exchange Services do not cover:

(i) accessories, supply items, consumables (such as batteries and printer cartridges), and structural parts (such as frames and covers);

(ii) Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by Customer or a third party;

(iii) Machines with removed or altered Machine or part identification labels; (iv) failures caused by a product for which Lenovo is not responsible; (v) service of Machine alterations; or (vi) service of a Machine on which Customer is using capacity or capability, other than that

authorized by Lenovo in writing. 4.4 Warranty Service Upgrade For certain Machines, Customer may select an upgrade from the standard type of warranty service for the Machine. Lenovo charges for an upgrade to be added during the warranty period. Customer may not terminate the upgrade or transfer it to another Machine during the warranty period. At the end of the warranty period, the Machine will convert to maintenance Service at the same type of Service Customer selected for warranty service upgrade. 4.5 Maintenance Coverage When Customer orders maintenance Service for a Machine, Lenovo will notify Customer of the start date. Lenovo may inspect the Machine within one (1) month of the start date. If the Machine is not in an acceptable condition for Service, Customer may have Lenovo restore it for an additional charge or withdraw its request for maintenance Service. Customer shall pay Lenovo for any maintenance Service performed at Customer’s request. 4.6 Automatic Service Renewal Renewable Services renew automatically for a period of the same duration unless either party elects not to renew by written notice to the other not less than one (1) month prior to the end of the current period.



During an automatic renewal period, Customer may terminate the Service on one (1) month’s written notice to Lenovo. Lenovo will provide Customer a prorated credit for any unused Services for which Customer has paid in advance. 4.7 Termination and Withdrawal of a Service Either party may terminate a Service transaction if the other party materially fails to meet its obligations concerning the Service. Customer may terminate a Service, on notice to Lenovo provided Customer has met all minimum requirements and paid any adjustment charges specified in the applicable Attachments, Transaction Documents, and orders. For a maintenance Service, Customer may terminate without adjustment charge, provided any of the following circumstances occur:

(i) Customer permanently removes the eligible Product, for which the Service is provided, from productive use by Customer and its affiliates;

(ii) the eligible location, for which the Service is provided, is no longer controlled by Customer (for example, because of sale or closing of the facility); or

(iii) the Machine has been under maintenance Service for at least one (1) year and Customer gives Lenovo one (1) month's written notice prior to terminating the maintenance Service.

Customer shall pay Lenovo for: i) Services provided and any Products delivered; and ii) reimbursable expenses incurred, through the date of termination. If Customer’s termination is without cause, Customer shall also pay any applicable adjustment or termination charges as well as such expenses Lenovo may incur as a result of such termination. Lenovo may withdraw a Service or support for an eligible Product on three (3) months' written notice to Customer. If Customer has paid for such Service or support in advance, Lenovo shall refund Customer on a prorated basis. Any terms that by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to respective successors and assignees.

Disclosure Statement

The information in this proposal shall not be disclosed outside the NCPA organization and shall not be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the proposal, provided that if a contract is awarded to Lenovo (United States) Inc. as a result of or in connection with the submission of this proposal, NCPA shall have the right to duplicate, use or disclose the information to the extent provided in the contract. This restriction does not limit the right of NCPA to use information contained in the proposal if it is obtained from another source without restriction.

Date post:	12-Feb-2017
Category:	Documents
Upload:	vuongdieu
View:	225 times
Download:	0 times