HomeMy WebLinkAboutNorstan Communications, Inc dba Black Box Network Services RESOLUTION 2019-667
ADOPTED DOC ID: 15436
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2019-667 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 30,2019:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an Agreement between the Town of Southold and Norstan
Communications, Inc. dba Black Box Network Services for the phone maintenance services for
the Southold Town Hall Annex for the total amount of One Thousand Eight Hundred Dollars
($1,800), funded from budget line A.1680.4.400.450 (Telephone System Maintenance), subject
to the approval of the Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William P. Ruland, Councilman
SECONDER:Louisa P. Evans, Justice
AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
AGREEMENT
THIS AGREEMENT, entered into this W day of r, 2'019, by and between the Town of
Southold, New York ("the Town"), a municipal corporation organized and existing under the laws of
the State of New York with offices at 53095 Main Road, Southold, New York, and Norstan
Communications, Inc. dba Black Box Network Services (the "Contractor"), with an address of 10050
Crosstown Circle, Suite 600, Eden Prairie,MN 55344;
WITNESSETH, that the Town and the Contractor, for the consideration hereinafter named,
agree as follows:
ARTICLE 1. WORK TO BE DONE AND CONSIDERATION THEREFOR
The Contractor shall provide phone system maintenance services to the Southold Town Hall
Annex located at 54375 Route 25, Southold, NY. All work will be performed as set forth in the
Contractor's proposal, a copy of which is attached hereto as Appendix A and made a part hereof.
The Contractor shall receive a total of One Thousand Eight Hundred Dollars and-Zero Cents
($1,800.00) per year for the services contemplated herein.
The Contractor will furnish all labor, materials, supplies, equipment and other similar
items necessary or proper for, or incidental to, the work contemplated by this Contract, as
required by, and in strict accordance with the above, and in strict accordance with such
changes as are ordered and approved pursuant to this Contract.
ARTICLE 2. TIME OF COMPLETION
The parties acknowledge and represent that TIME IS OF THE ESSENCE in this contract and
as such all services to be rendered under this Contract shall commence promptly on July 'l, 2019 and
continue for one (1) year thereafter.
ARTICLE 3. ACCEPTANCE AND FINAL PAYMENT
Upon the execution of this agreement, the Contractor-will submit an itemized voucher to the
Town Comptroller for payment. Such voucher shall be due and payable within forty five (45) days
after receipt of such voucher, but such sum shall not be due and payable by the Town until the Town
Board of the Town has received such a voucher and has audited and approved for payment the
voucher to be submitted by Contractor in connection therewith.
The Town Board shall ,process any voucher received from Contractor as expeditiously as
possible. In the event that the Town disputes or objects to any portion of any voucher submitted by
Contractor pursuant,to this paragraph, the Town shall, within 30 days of the receipt of such voucher,
notify Contractor in writing of such dispute or objection. Contractor acknowledges that Contractor
is familiar with the requirements of section 118 of the Town Law which, in effect, prohibit payment
of any of Contractor's claims against the Town unless an itemized voucher therefore shall have been
presented to the Town Board or Town Comptroller and shall have been audited and allowed by the
Town Board or Town Comptroller.
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The acceptance by the Contractor of the final payment shall be, and shall operate as a release to
the Town from all claims and all liabilities to the Contractor for all the things done or furnished in
connection with this work and for every act and neglect of the Town and others relating to or arising
out of, this Contract, except Contractor's claims for interest upon the final payment, if this payment
be improperly delayed. No payment, however final or otherwise, shall operate to release the
Contractor or its sureties from any obligations under this Contract.
ARTICLE 4. CHANGES TO THE CONTRACT AND EXTRA WORK
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(a) The Town may at times, without notice to the Contractor's surety and without
invalidating the Contract, order extra work or make changes by altering, adding to, or
deducting from the work contemplated herein and may adjust the Contract price
accordingly, pursuant to Paragraph (b) below. The Contractor shall not deviate from,
add to, delete from, or make changes in the Work required to be performed hereunder
unless so directed by a written Change Order. If the Contractor is directed by the Town
to perform extra work prior to an agreement on costs or time, the Contractor shall
promptly comply with the Change Order of the Town. No claim for extra work or any
change in the work shall be allowed or made unless such extra work or change is
ordered by a written Change Order from the Town.
(b) The amount of compensation to be paid to the Contractor for any extra work, as so
ordered, shall be determined as follows:
I. By a lump sum mutually agreed upon by the Town and the Contractor; or
2. Using the applicable price or prices within the Contract and/or Bid and approved
by the Town and the Contractor.
(c) Regardless of the method used by the Town in determining the value of a Change
Order, the Contractor shall submit to the Town a detailed payment breakdown of the
Contractor's estimate of the value of the omitted or extra work.
(d) Unless otherwise specifically provided for in a Change Order, the agreed compensation
specified therein for extra work includes full payment for extra work covered thereby,
and the Contractor waives all rights to any other compensation for such extra work,
damage or expense, including claims for delay, damage or expense.
(e) The Contractor shall and hereby agrees to produce any and all data the Town may
request, including but not limited to, time sheets, certified payrolls, foreman's reports,
daily reports, bills and vouchers of Subcontractors, receiving documents, freight and
trucking receipts, etc.
(f) All change orders shall be processed, executed and approved in the following manner:
(i) if the estimated cost of the extra work is less than $1,000 in the aggregate, a
Change Order Form must be processed and executed by the Supervising
j Department Head;
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(ii) if the estimated cost of the extra work is greater than $1,000, then the Change
Order Form must be executed by the Supervising Department Head and submitted
to the Town Board for consideration and approval by resolution. The Contractor
must submit a detailed explanation of why the Change Order is needed and must
also be submitted to the Town Board prior to its approval. The Change Order
must also be approved by the Town Comptroller and the Town Attorney. Once
this procedure is completed, the Contractor may proceed with the extra work.
The Town will not accept any alteration to this form and no payment for Extra Work
shall be due the Contractor unless it executes a Change Order on this Form.
(g) If the Contractor claims that any work which the Contractor has been ordered to perform
will be extra work, that the Contractor for any reason cannot comply with the terms and
provisions of the Contract, or that any action or omission of the Town is contrary to the
terms and provisions of the Contract and will require the Contractor to perform extra
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work, the contractor shall:
1. Promptly comply with the Town's direction to perform the work which the
contractor claims will be extra work; and
2. Proceed diligently, pending and subsequent to the determination of the Town
with respect to any said disputed matter, with the performance of the work in
accordance with all the instructions of the Town.
(h) No claim for extra work shall be allowed unless it was performed pursuant to change
order duly approved by the Town Board, The Contractor's failure to comply with any
part of this provision shall be deemed to be:
1. A conclusive and binding determination on the part of the Contractor that said
change order, work, action or omission does not involve extra work and is not
contrary to the terms and provisions of the Contract, and
2. A waiver by the Contractor of all claims for additional compensation, time or
damages as a result of said change work, act or omission.
I (i) The value of claims for extra work, if allowed shall be determined methods described in
the Contract including, but not limited to, section (b) immediately above.
ARTICLES: CONTRACTOR'S OBLIGATIONS
(a) The Contractor shall be responsible for the full and correct performance of the Work
required by this Contract within the time specified herein, including work of the
Contractor's Subcontractors, and any errors therein shall be corrected at the Contractor's
own cost and expense. In addition,the Contractor shall indemnify the Town for any costs
or expenses attributable to errors in performance by the Contractor or the Contractor's
Subcontractors. The Contractor's obligation hereunder shall include taking field
measurements for all Work hereunder. Approval of shop drawings by the Town shall not
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relieve the Contractor from correcting Work either reflected in error on the Contractor's
shop drawings, not confirming to the field requirements, or not complying with the terms
of this Contract. Is shall not be incumbent upon the Town to discover any mistakes,
errors, omissions, or deviations from the Contract requirements, or in the quality or kind
of materials used by the Contractor or in the shop drawings, schedules and reports
submitted by the Contractor and the Town's approval of same shall not relieve the
Contractor from responsibility for unauthorized changes, deviations, omissions or for
errors of any sort therein. Performance by the Contractor of any Work before the
required approvals therefore have been issued shall be at the Contractor's sole risk and
expense.
(b) In case of discrepancy or difference between any figures, drawings, or specifications; the
matter shall be immediately submitted in writing to the Town, whose decision shall be
final, and without whose decision said discrepancy or difference shall not be adjusted by
the Contractor, save only at the Contractor's own risk and expense.
(c) Unless otherwise specifically provided in the Contract, the Contractor, without limitation,
shall furnish and be responsible for all shop and field requirements, lines, grades,
dimensions, layouts, colors, qualities, quantities, tests, approvals, operating manuals,
guarantees, cuttings, removals, openings, channels, chases, flues, sleeves, insets, dowels,
hangers, patching, clearing, temporary heat, water and electricity, guards, rails, night
lights, barricades, pumping hoists, elevators, scaffolds, runways, protective paper,
tarpaulins, polyethylene protections, and clean-up, and all things which may be necessary
in performance of the Work contracted hereunder.
(d) If the Town shall furnish any basic reference lines and bench marks to the Contractor,
such basic reference lines and bench marks must be used by the Contractor and the
finished Work shall agree therewith.
(e) The Contractor agrees that the Contractor shall protect and shall be solely responsible for
all labor and material provided for under this contract, whether or not the same may be
erected in place, and for all its plans, tools, equipment, materials, tools of the Contractor's
employees and agents, etc. for all adjoining private and public property, and all existing
Work on the Project Site, which may be damaged by the Contractor's Work. In no event
shall the Town be liable to the Contractor for loss of, pilferage, or damage to any of the
same. In the event of said labor and materials, plant, tools or equipment, etc., are
damaged, lost or destroyed by reason of fire, theft (irrespective of the negligence of the
parties hereto or others), civil commotion, riot, insurrection, violence, war, acts of God,
etc., the Contractor's responsibility therefore shall be absolute, and the Contractor shall
replace, repair, rebuild, and make good any and all said damage or loss of any and all
kinds whatsoever.
(f) Contractor shall be responsible for securing all permits required to perform the Work
and/or required by the applicable laws, regulations, ordinances, etc., and maintain the
validity of all such permits throughout the contract duration.
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ARTICLE 6. CONTRACTOR'S INSURANCE
1 The Contractor shall not commence work under this Contract until it has obtained all insurance
required under this paragraph and such insurance has been approved by the Town.
(a) Compensation Insurance: The Contractor shall take out and maintain during the life of
this Contract Workers' Compensation Insurance for its employees to be assigned to the
work hereunder.
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(b) Insurance: The Contractor shall take out and maintain during the life of this Contract
such general liability, property damage, and commercial auto liability insurance as shall
protect it from claims for damages for personal injury, including accidental death, as
well as from claims for property damage which may arise from operations under this
Contract. The amounts of such insurance shall be as follows:
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General liability insurance in an amount not less than $1,000,000 for injuries, including
l wrongful death to any one person and subject to the same limit for each person, in an amount not less
than $2,000,000 on account of any one occurrence.
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Property damage insurance in an amount not less than $300,000 for damage on account of all
occurrences.
Commercial auto liability insurance in an amount not less than $500,000 for damage on
account of all occurrences.
The Contractor shall furnish the above insurances to the Town and shall also name the Town as
an additional named insured in said policies.
(c) Any accident shall be reported to the office of the Town Clerk as soon as possible and
not later than twenty-four (24) hours from the time of such accident. A detailed written
report must be submitted to the Town as soon thereafter as possible and not later than
three (3) days after the date of such accident.
ARTICLE 7. REPRESENTATIONS OF CONTRACTOR
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I The Contractor represents and warrants:
(a) That it is financially solvent and that it is experienced in and competent to perform the
type of work or to furnish services required by it; and
(b) That it is familiar with all federal, state, municipal and department laws, ordinances and
regulations which may in any way affect the work or those employed therein.
ARTICLE 8. PERMITS AND REGULATIONS
If applicable, the Contractor shall comply with all permits issued to the Town in connection
with the services furnished under this Agreement.
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ARTICLE 9. NO DAMAGES FOR DELAY
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1 The contractor agrees to make no claim for increased costs, charges, expenses or
damages for delay in the performance of this Contract, or for any delays or hindrances from any
I cause whatsoever, and agrees that any such claim shall be fully compensated for by an extension in
the time for substantial and/or final completion of the work. Should the Contractor be or anticipate
being delayed or disputed in performing the work hereunder for any reason, it shall promptly, and in
no even more than two (2) business days after the commencement of any condition which is causing
j or threatening to cause such a delay or disruption, notify the Town in writing of the effect of such
condition stating why and in what respects the condition is causing or threatening to cause such delay
or disruption. Failure strictly to comply with this notice requirement shall be sufficient cause to deny
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Contractor a change in Schedule and to require it to conform to the Schedule then in effect.
i ARTICLE 10. TOWN'S RIGHT TO STOP WORK OR TERMINATE CONTRACT
The Town shall have the right to stop work or terminate the Contract if:
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(a) The Contractor is adjudged bankrupt or makes an assignment for the benefit of
creditors; or
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(b) A receiver or liquidator is appointed for the Contractor or for any of its property and is
I not dismissed within 20 days after such appointment or the proceedings in connection
i therewith are not stayed on appeal within the said 20 days; or
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(c) The Contractor refuses or fails to prosecute the work or any part thereof with due
diligence; or
(d) The Contractor fails to make prompt payment to persons supplying labor for the work; or
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(e) The Contractor fails or refuses to comply with all applicable laws or ordinances; or
(f) The Contractor is guilty of a substantial violation of any provision of this Contract;
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! (g) The Town's execution and participation in this contract is found to be in violation of an
existing collective bargaining agreement.
(h) In any event, the Town, without prejudice to any other rights or remedy it may have,
li may, with our without cause, by seven (7) days' notice to the Contractor, terminate the
employment of the Contractor and its right to proceed as to the work. In such case, the
j Contractor shall not be entitled to receive any further payment beyond what owed in
quantum meruit.
ARTICLE 11. DAMAGES
It is hereby mutually covenanted and agreed that the relation of the Contractor to the work to be
performed by it under this Contract shall be that of an independent contractor. As an independent
contractor, it will be responsible for all damage, loss or injury to persons or property that may arise in
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or be incurred during the conduct and progress of said work, whether or not the Contractor, its agents,
or employees have been negligent. The Contractor shall hold and keep the Town free and discharged
of and from any and all responsibility and liability of any sort or kind. The Contractor shall assume
all responsibility for risks or casualties of every description, for loss or injury to persons or property
arising out of the nature of the work, from the action of the elements, or from any unforeseen or
unusual difficulty. The Contractor shall make good any damages that may occur in consequence of
the work or any part of it. The Contractor shall assume all blame, loss and responsibility of any
nature by reason of neglect or violation of any federal, state, county or local laws, regulations or
ordinances.
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ARTICLE 12. INDEMNITY AND SAVE HARMLESS AGREEMENT
II The Contractor agrees to indemnify and save the Town, its officers, agents and employees
harmless from any liability imposed upon the Town, its officers, agents and/or employees arising
from the negligence, active or passive, of the Contractor and from and against any damages, claims,
or expenses, including reasonable attorney's fees, arising out of Contractor's breach of the
Agreement or from Contractor's acts or omissions outside the scope of the Agreement or arising out
of claims or actions by third parties against Contractor by virtue of his performance of this
Agreement.
ARTICLE 13. NO ASSIGNMENT
I� In accordance with the provisions of section 109 of the General Municipal Law, the Contractor
is hereby prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this
iAgreement, or of its right, title or interest in this Agreement, or its power to execute this Agreement,
to any other person or corporation without the previous consent in writing of the Town.
II ARTICLE 14. REQUIRED PROVISIONS OF LAW
I Each and every provision of law and clause required by law to be inserted in this Contract shall
jbe deemed to have been inserted herein. If any such provision is not inserted, through mistake or
otherwise, then upon the application of either party, this Contract shall be physically amended
forthwith to make such insertion. In particular, the Contractor shall, among other things, fully comply
with:
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(a) Labor Law section 220-e and Executive Law sections 291-299 and the Civil Rights Law
relating to prohibition against discrimination and providing equal opportunity.
(b) Affirmative action as required by the Labor Law.
(c) Prevention of dust hazard required by Labor Law section 222-a.
(d) Preference in employment of persons required by Labor Law section 222.
(e) Eight-hour workday as required by Labor Law section 220(2).
ARTICLE 15. PREVAILING WAGE RATES REQUIRED BY LAW
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a The parties hereto if applicable, under the provisions of section 220 3 of the Labor
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Law, hereby agree that there shall be paid each employee engaged in work under this
Contract not less than the wage rate and supplements set opposite the trade or
occupation in which he/she is engaged, made a part of this Agreement, which are the
wage rates and supplements established as the prevailing rate of wages for the work
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covered by this Contract.
(b) Labor classifications not appearing on the schedule of wages can be used only with the
consent of the Owner and then the rate to be paid will be given by the Owner after being
advised by the Department of Labor.
(c) The Contractor shall post in a prominent and accessible place on the site of the work a
legible statement 6f all wage rates and supplements, as specified in the Contract, for the
various classes of mechanics, workingmen/women, or laborers employed on the work.
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ARTICLE 16. AUTHORITY FOR EXECUTION ON BEHALF OF THE TOWN
The Supervisor has executed this Agreement pursuant to a Resolution adopted by the Town
Board of the Town of Southold, at a meeting thereof held on AkL " J Scott A. Russell,
Supervisor, whose signature appears hereafter, is duly authorized and empowered to execute this
instrument and enter into such an Agreement on behalf of the Town. This instrument shall be
executed in duplicate. At least one copy shall be permanently filed, after execution thereof, in the
I office of the Town Clerk, Elizabeth Neville.
i ARTICLE 17. NOTICES
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I Any and all notices and payments required hereunder shall be addressed as follows, or to such
other address as may hereafter be designated in writing by either party hereto:
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To Town: Elizabeth A. Neville, RMC, CMC
Southold Town Clerk
1 P.O. Box 1179
Southold,NY 11971-0959
With a copy to: Lloyd Reisenberg
i Information Technology
Town of Southold
P.O. Box 1179
Southold,NY 11971-0959
To Contractor: Norstan Communications, Inc.
dba Black Box Network Services
10050 Crosstown Circle
Suite 600
Eden Prairie, MN 55344
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ARTICLE 18. WAIVER
No waiver of any breach of any condition of the Agreement shall be binding unless in writing
and signed by the party waiving said breach. No such waiver shall in any way affect any other term
or condition of this Agreement or constitute a cause or excuse for a repetition of such or any other
breach unless the waiver shall include the same.
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ARTICLE 19. MODIFICATION
This Agreement constitutes the complete understanding of the parties. No modification of any
provisions thereof shall be valid unless in writing and signed by both parties.
ARTICLE 20. APPLICABLE LAW
This Agreement is governed by the laws of the State of New York.
IN WITNESS WHEREOF, the Town of Southold has caused these presents to be signed by
Scott A. Russell, its Supervisor, duly authorized to do so, and the Contractor has caused these
presents to be signed by its President, the day and year first above written.
Norstan Communications, Inc.
dba Black Box Network Services
By:
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Name/Title:
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Town of Southold
By:
Scott A. Russell, Supervisor
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j STATE OF NEW YORK)
) ss..
COUNTY OF SUFFOLK)
On this _ day of July in the year 2019 before me, the undersigned, personally
, authorized agent of Norstan Communications, Inc. dba Black Box Network
Services personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity and that by his signature on the instrument, the individual or the
person upon whose behalf of which the individual acted, executed the instrument.
I Notary Public
STATE OF NEW YORK )
) ss..
COUNTY OF SUFFOLK)
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On this) day Aw yin the year 2019 before me, the undersigned, personally appeared
SCOTT A. RUSSELL, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his capacity and that by his signature on the instrument, the individual or the
person upon whose behalf of which the individual acted, executed the instrument.
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Notary Public
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LAUREN M.STANDISH
1Mry Publi"tate of New York
008
Cual ftd in Suffolk County
Commission
Expires 46119.2023
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APPENDIX A
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L AC K BOX,
MAINTENANCE-SCHEDULE A
Site Number: Site Name: EMieat Terms
40057581 Town of Southold Annual in advance
Site Address Services
54375 Main Road Commencement Date:
Southold,NY 11971 7/112019
Term of Service: Service Level:
1 Year Black Box: Standard 8 x 5
Entitlements: Phones Included
SWA: Not Included
QuIlLe[![L)LrationNJtti; Vendor-
8115/2019 Avaya
Hardware Equipped Unit Term
Item Description Ports/Units Sell (Months) Total
Black Box Standard Support
Norstar Telephone System 1 $1,800.00 12 $1,800.00
1. Norstar Phones 40
Black Box Support Total: $1,800.00
TOTAL TERM PRICE: $1,800.00
OTHER TERMS APPLICABLE TO THIS SCHEDULE
If this Schedule includes break/fixntainteriance support,this Schedule does riot include paging,headsets terminals,printers,UIS,batteries
ar power plant I'vlove Add aria Chan&e recueStS are not;nciuded as part of the break/fix maintenance and will be invoiccd as(omplmed
Black Box support of manufacturer or OEM Equipment,Software and/or Systems that are End of Life(1101.)will be based on a commercially
reasonable effort,Parts/Software for EOL Systems will be provided,if available,from Black Box depot or OEM
All pricing reflected in this Schedule A are reflective of the above system configuration and does not include or forecast for any opgr.ide5 or
changes 'rile intention is for the contract to be trued tip prior to the beginning of the next annual term with any additional product and/or
licenses purchased
4 Remote Diagnostics requires 24X7 access and modem connection,provided by the customer. Any Service provided remotely are
dependent upon access via the modem. If Customer does not provide remote access,Black Box will charge on a time and matLi tals basis
for Ivork that could be accomplished remotely,but as a result,required an onsite presence,
SOFI WARE SUPPORT if you have SOFTWARE SUPPORI ONLY ORDERS-Any Black Box on site or remote labor will be billable to the
customer at contract labor rates If SOFTWARE SUPPORT 15 No r INCLUDED in the agreement,In the event Black Box Network Serv,Les
cannot clear all issue,we will not be able to escalate to tier III or IV support with the manufacturer
MULTI-YEAR,Software Support Term and Payment The Software Support agreement will have an initial one year,thi cre-year or five year
6 term of service("initial Term")commencing on the receipt date of the quote(s)and associated Purchase Order(5),The Software Support
Plan cannot be ternimated for convenience during the initial Term, The Software Support Purchase price wili be billed either annual ir,
advance or all upfront(clependmig on customer choice). Payment is due within thirty(30)days after your ieceipt of each invoice,
the term of th,s Order shall commence an the date Black Box executes the Order and will continue as set forth in the Order(the"Crder
I orm") If riL&ler tlc Customer nor Black Box provides the other written notice of cancellation it least thirty(30)days onor to the end 01
the Order Term,the Order Term will automatically renew for additional periods of one(1)year at Black Box's then current rate(s)
II SCH A
Revision3 07.12.18